UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the year ended December 31, 2008
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 000-19483
| A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
SWS GROUP 401(K) PROFIT SHARING PLAN
| B. | Name of issuer of these securities held pursuant to the plan and the address of its principal executive office: |
SWS GROUP, INC.
1201 Elm Street, Suite 3500
Dallas, Texas 75270
SWS GROUP 401(K) PROFIT SHARING PLAN
Index
Item 4- Audited financial statements and schedules prepared in accordance with the financial reporting requirements of ERISA.
Note: Other schedules required by Section 2520-103.10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable.
Report of Independent Registered Public Accounting Firm
To the Plan Trustees and Investment Committee Members of
SWS Group 401(k) Profit Sharing Plan:
We have audited the accompanying statements of net assets available for benefits of SWS Group 401(k) Profit Sharing Plan as of December 31, 2008 and 2007, and the related statements of changes in net assets available for benefits for the year ended December 31, 2008. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of SWS Group 401(k) Profit Sharing Plan as of December 31, 2008 and 2007, and the changes in net assets available for benefits for the year ended December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule H, Part IV, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2008, is presented for purposes of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
|
| Grant Thornton LLP |
|
| Dallas, Texas |
| June 24, 2009 |
SWS Group
401(k) Profit Sharing Plan
Statements of Net Assets Available for Benefits
December 31, 2008 and 2007
| | | | | | | |
| | | December 31,
2008 | | December 31,
2007 | |
Assets: | | | | | | | |
Investments, at fair value (Notes 5 and 6): | | | | | | | |
Common stock | | $ | 12,535,660 | | $ | 21,024,929 | |
Employer stock | | | 6,111,610 | | | 3,719,414 | |
Money market funds | | | 13,321,026 | | | 12,114,670 | |
Government securities | | | 1,031,865 | | | 640,000 | |
Mutual funds | | | 26,290,291 | | | 37,757,023 | |
Collective trusts | | | 3,946,421 | | | 5,914,473 | |
Corporate bonds and debentures | | | 188,008 | | | 184,730 | |
Preferred stock | | | 109,898 | | | 227,180 | |
Unit investment trusts | | | 803,599 | | | 839,218 | |
Limited partnerships | | | 214,146 | | | 125,378 | |
Other assets | | | 6,994 | | | 17,283 | |
Loans to participants | | | 3,683,338 | | | 3,351,766 | |
| | | | | | | |
Total investments | | | 68,242,856 | | | 85,916,064 | |
| | | | | | | |
| | |
Receivables: | | | | | | | |
Employer contributions | | | 503,223 | | | — | |
Employee contributions | | | 103,496 | | | — | |
Other | | | 16,686 | | | 10,405 | |
| | | | | | | |
| | |
Total receivables | | | 623,405 | | | 10,405 | |
| | |
Cash | | | 86,021 | | | — | |
| | | | | | | |
Total assets | | | 68,952,282 | | | 85,926,469 | |
| | |
Liabilities: | | | | | | | |
Accounts payable | | | — | | | (9,177 | ) |
| | | | | | | |
Total liabilities | | | — | | | (9,177 | ) |
| | |
Net assets available for benefits | | $ | 68,952,282 | | $ | 85,917,292 | |
| | | | | | | |
The accompanying notes are an integral part of this financial statement.
2
SWS Group
401(k) Profit Sharing Plan
Statement of Changes in Net Assets Available for Benefits
For the year ended December 31, 2008
| | | | |
| | | December 31,
2008 | |
Additions (Deductions) to net assets attributed to: | | | | |
Investment income (loss) (Note 5): | | | | |
Net depreciation in fair value of investments | | $ | (24,290,883 | ) |
Interest and dividends | | | 1,832,552 | |
| | | | |
Net investment loss | | | (22,458,331 | ) |
| | | | |
| |
Contributions: | | | | |
Employer | | | 3,441,607 | |
Participant | | | 5,517,958 | |
Participant rollovers from other plans | | | 709,279 | |
| | | | |
| |
Total contributions | | | 9,668,844 | |
| | | | |
| |
Deductions from net assets attributed to: | | | | |
Benefits paid to participants | | | (4,102,195 | ) |
Administrative expenses | | | (73,328 | ) |
| | | | |
| |
Total deductions | | | (4,175,523 | ) |
| | | | |
| |
Net decrease | | | (16,965,010 | ) |
| |
Net assets available for benefits, beginning of year | | | 85,917,292 | |
| | | | |
| |
Net assets available for benefits, end of year | | $ | 68,952,282 | |
| | | | |
The accompanying notes are an integral part of this financial statement.
3
SWS Group
401(k) Profit Sharing Plan
Notes to Financial Statements
As of December 31, 2008
The SWS Group 401(k) Profit Sharing Plan (the “Plan”) is a defined contribution plan covering all employees of companies affiliated with SWS Group, Inc. (the “Company” or “Employer”) who meet the eligibility requirements. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.
| 2. | Summary of Significant Accounting Policies |
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.
The preparation of the Plan’s financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan administrator to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
| | (c) | Risks and Uncertainties |
The Plan provides for various investment options. Investments are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investments and the level of uncertainty related to changes in the value of investments, it is at least reasonably possible that changes in risks in the near term would materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits and the statement of changes in net assets available for benefits.
The Plan is administered by a Trustee Committee appointed by the Company’s Board of Directors. The Trustees of the Plan are Charles Schwab Trust Company and Westwood Trust Company. Certain expenses of the Plan are charged directly to participant accounts. The Plan pays for all administrative expenses unless otherwise paid by the Company.
| | (e) | Investments and Investment Income |
Investments in publicly traded securities such as stocks, mutual funds and limited partnerships are carried at fair value based on quoted market prices, while collective trusts are valued based on their net asset value as obtained from audited financial statements, which represent fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded as earned and dividends are recorded on the ex-dividend date.
The Plan presents the net change in fair value of investments, which consists of realized gains and losses, unrealized appreciation (depreciation) and any income or capital gain distributions, in the accompanying Statement of Changes in Net Assets Available for Benefits. The Plan invests in various Schwab retirement funds which invest in the Charles Schwab Stable Value Fund (the “Fund”). The Fund invests primarily in guaranteed investment contracts (GICs) and wrap contracts (also known as synthetic GICs). The underlying investment contracts are fully benefit-responsive and valued at contract value as
4
SWS Group
401(k) Profit Sharing Plan
Notes to Financial Statements
As of December 31, 2008
estimated by Charles Schwab. Investment contracts held by a defined-contribution plan and funds holding such contracts are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan. Contract value, which represents net contributions plus interest at the contract rate, approximates fair value at December 31, 2008 and 2007. As such, no contract value adjustment is presented in the Plan’s financial statements.
The vested portion of the accrued benefit of a participant upon termination or retirement is his or her Plan benefit. Normal retirement age as elected by the Company is 55. Several options for payment are available and all require the agreement of the participant. Benefits are recorded by the Plan when paid.
Loans to participants are carried at the original loan balance plus accrued interest, less principal repayments, which approximates fair value.
| | (h) | Accounting Pronouncements |
The Plan adopted Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 157, Fair Value Measurement, effective January 1, 2008, with the exception of non-financial assets and liabilities that are not recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), which was delayed by FSP No. FAS 157-2 and will be effective beginning January 1, 2009. SFAS No. 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements. In October 2008, the Plan adopted FSP No. FAS 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active. This staff position clarifies the application of SFAS No. 157 in an inactive market. This statement did not reinterpret or change SFAS No. 157’s existing principles, but is intended to enhance comparability and consistency. There was no effect on the financial statements due to the adoption of these staff positions.
In April, 2009, the FASB issued FSP No. FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (“FSP No. 157-4”). Under FSP No. 157-4, if the reporting entity has determined that the volume and level of market activity has significantly decreased and the transactions are not orderly, further analysis is required and adjustments to the quoted prices or transactions might be needed. FSP No. 157-4 is effective for the Plan year beginning January 1, 2010. The Plan’s management is assessing the impact of this FSP on its financial statements and processes.
The Company contributes a matching contribution equal to 100% of the participant’s salary reduction amount not in excess of 4% of compensation. The Board of Directors of the Company determines the amount of discretionary Employer contributions to the Plan each year. The discretionary contribution is allocated to each participant in the ratio of each
5
SWS Group
401(k) Profit Sharing Plan
Notes to Financial Statements
As of December 31, 2008
participant’s covered compensation to the total covered compensation of all participants subject to maximum limits on annual additions and compensation as required by the Internal Revenue Code. A discretionary Employer contribution in the amount of $439,330 was made to the Plan for the year ended December 31, 2008.
The carrying amount of the Employer contributions receivable approximates fair value at December 31, 2008 due to the short term nature of the account.
| | (b) | Participant Contributions |
For the years ended December 31, 2008 and 2007, the maximum participant contribution of pre-tax annual compensation, as defined by the Plan, was 50% (subject to the limit described below). Participants may also contribute rollovers of distributions from other qualified defined benefit or defined contribution plans. Participants direct the investment of their contributions into various investment options offered by the Plan. Participant contributions were limited to $15,500 during the 2008 and 2007 Plan years, respectively. Catch up contributions are allowed for participants age 50 or older. In 2008 and 2007, the limit for catch up contributions was $5,000.
At December 31, 2008 and 2007, forfeited nonvested accounts totaled $123,419 and $52,179, respectively. These amounts are used to reduce future Employer contributions. During 2008, Employer contributions were reduced by $59,968 from forfeited nonvested accounts.
| 4. | Eligibility and Vesting |
Employees of the Company can participate in the Plan provided they are 18 years of age or older.
Participant contributions and Employer matching contributions are immediately vested. Employees who satisfy the eligibility criteria, work a minimum of 1,000 hours a year and are employed on the last day of the calendar year qualify for a year of service and vest in the discretionary Employer contribution as follows:
| | | |
Years of service | | Percentage
vested | |
Less than 2 | | 0 | % |
2 years | | 20 | % |
3 years | | 40 | % |
4 years | | 60 | % |
5 years | | 80 | % |
6 years | | 100 | % |
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SWS Group
401(k) Profit Sharing Plan
Notes to Financial Statements
As of December 31, 2008
| 5. | Investments and Investment Income |
All investments are held by Charles Schwab Trust Company except for $664,895 at December 31, 2008 and $931,542 at December 31, 2007 in investments which are held by Westwood Trust Company. The Company maintains a participant-directed plan with separate, segregated accounts and each participant’s income or loss, including market fluctuations, is applied directly to the participant’s account.
Investments greater than 5% of net assets available for benefits at December 31, 2008 and 2007 are as follows:
| | | | | | | | | | |
| | | 2008 | | | | 2007 | | |
Schwab Value Advantage Fund | | $ | 6,722,182 | | | | $ | 4,770,527 | | |
Schwab Money Market Fund | | | 5,594,608 | | | | | 6,676,807 | | |
Employer stock | | | 6,111,610 | | | | | 3,719,414 | | * |
Loans to participants | | | 3,683,338 | | | | | 3,351,766 | | * |
Growth Fund of America | | | 4,765,957 | | | | | 7,786,193 | | |
Thornburg International Value I Fund | | | 3,197,897 | | * | | | 5,273,264 | | |
PIMCO Total Return Class D Fund | | | 3,659,430 | | | | | 2,713,908 | | * |
* Less than 5% of assets in year noted |
During the year ended December 31, 2008, the Plan’s investments, including those bought, sold and held during the year, appreciated (depreciated) in value as follows:
| | | | |
| | | 2008 | |
Common stock | | $ | (9,562,020 | ) |
Employer stock | | | 2,499,134 | |
Money market funds | | | 164,765 | |
Government securities | | | 76,575 | |
Mutual funds | | | (15,020,213 | ) |
Collective trusts | | | (1,901,586 | ) |
Corporate bonds and debentures | | | 17,311 | |
Preferred stock | | | (98,684 | ) |
Unit investment trusts | | | (414,671 | ) |
Limited partnerships | | | (51,494 | ) |
| | | | |
Net depreciation in fair value of investments | | $ | (24,290,883 | ) |
| | | | |
SFAS No. 157 establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under SFAS No. 157 are described below.
7
SWS Group
401(k) Profit Sharing Plan
Notes to Financial Statements
As of December 31, 2008
| | |
| Level 1 | | Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access. |
| |
| Level 2 | | Inputs to the valuation methodology include: |
| |
| | Quoted prices for similar assets or liabilities in active markets; Quoted prices for identical or similar assets or liabilities in inactive markets; Inputs other than quoted prices that are observable for the asset or liability; and Inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. |
| |
| Level 3 | | Inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
Following is a description of the valuation techniques used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2008 and 2007.
Common, employer and preferred stock, unit investment trusts, limited partnership interests and other assets: Valued at the closing price on the active market on which the individual security is traded. Classified within level 1 of the valuation hierarchy.
Corporate debt, collective trusts, employer stock, mutual and money market funds and government securities which include certain U.S. government and government agency obligations and municipal obligations: Mutual and money market funds are valued at the net asset value (“NAV”) of shares held by the plan at year end. Other assets are valued using models or other valuation methodologies. These models are primarily industry standard models that consider various assumptions, including time value, yield curve, volatility factors, current market and contractual prices for the underlying financial instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Classified within level 2 of the valuation hierarchy.
Loans to participants: Measured at original loan balance plus accrued interest, less principal repayments, which approximates fair value. Classified within level 3 of the valuation hierarchy.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
8
SWS Group
401(k) Profit Sharing Plan
Notes to Financial Statements
As of December 31, 2008
The following table sets forth, by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2008:
Assets at Fair Value as of December 31, 2008
| | | | | | | | | | | | |
| | | Level 1 | | Level 2 | | Level 3 | | Total |
Common stock | | $ | 12,535,660 | | $ | — | | $ | — | | $ | 12,535,660 |
Employer stock | | | 1,897,580 | | | 4,214,030 | | | — | | | 6,111,610 |
Money market funds | | | — | | | 13,321,026 | | | — | | | 13,321,026 |
Government securities | | | — | | | 1,031,865 | | | — | | | 1,031,865 |
Mutual funds | | | — | | | 26,290,291 | | | — | | | 26,290,291 |
Collective trusts | | | — | | | 3,946,421 | | | — | | | 3,946,421 |
Corporate bonds and debentures | | | — | | | 188,008 | | | — | | | 188,008 |
Preferred stock | | | 109,898 | | | — | | | — | | | 109,898 |
Unit investment trusts | | | 803,599 | | | — | | | — | | | 803,599 |
Limited partnerships | | | 214,146 | | | — | | | — | | | 214,146 |
Other assets | | | 6,994 | | | — | | | — | | | 6,994 |
Loans to participants | | | — | | | — | | | 3,683,338 | | | 3,683,338 |
| | | | | | | | | | | | |
Total assets at fair value | | $ | 15,567,877 | | $ | 48,991,641 | | $ | 3,683,338 | | $ | 68,242,856 |
| | | | | | | | | | | | |
The table below sets forth a summary of changes in the fair value of the Plan’s level 3 assets for the year ended December 31, 2008.
Level 3 Assets
Year Ended December 31, 2008
| | | |
| | | Participant loans |
Balance, beginning of year | | $ | 3,351,766 |
Purchases, sales, issuances and settlements (net) | | | 331,572 |
| | | |
Balance, end of year | | $ | 3,683,338 |
| | | |
Due to the nature of the accounts, there was no effect on net appreciation (depreciation) in fair value, related to level 3 investments.
Loans have been granted to participants in accordance with the provisions of the Plan. Loans are secured by the participant’s account balance and are limited to a maximum term of five years except when the loan is used to acquire the principal residence of the participant, in which case the
9
SWS Group
401(k) Profit Sharing Plan
Notes to Financial Statements
As of December 31, 2008
maximum term is 15 years. Loan amounts are limited to the lesser of 50% of the respective participant’s vested account balance, or $50,000, reduced by the excess (if any) of the highest outstanding balance of the participant’s loans from the Plan during the one-year period ending the day before the new loan is made, over the outstanding balance of the participant’s loans from the Plan on the day the loan is made. The interest rate for participant loans as determined by the Plan Administrator is the prime lending rate. Interest rates for loans to participants at December 31, 2008 ranged from 3.25% to 9.00%.
Repayments are made through payroll deductions and are reinvested in the individual funds according to the current investment allocations of the participant.
Certain investments are managed by an affiliate of Charles Schwab Trust Company, which is a trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. These investments total $19,018,856 and $20,529,203 at December 31, 2008 and 2007, respectively.
Certain investments are managed by Westwood Trust Company, which is a trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. These investments total $499,987 and $906,046 at December 31, 2008 and 2007, respectively.
Additionally, the Plan holds investments in the Company’s common stock and loans receivable from participants, both of which constitute party-in-interest transactions.
The Plan received a favorable determination letter from the Internal Revenue Service dated December 30, 2003. The Plan has been amended since receiving the determination letter; however, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable provisions of the Internal Revenue Code.
Although it has not expressed any intent to do so, the Company may terminate the Plan at any time subject to the provisions of ERISA. In the event of Plan termination, the rights of each participant to the amount in his or her account on the date of such termination shall be fully vested and nonforfeitable.
On March 31, 2008, the Company acquired M.L. Stern & Co., LLC (“M.L. Stern”) and its wholly owned subsidiary, Tower Asset Management, LLC. M.L. Stern sponsored a defined contribution plan covering its eligible employees. Effective January 2, 2009, the M.L. Stern plan was merged into the Plan and assets in the amount of $15,697,122 were transferred to the Plan from the M.L. Stern plan.
10
SWS Group
401(k) Profit Sharing Plan
Form 5500, Schedule H, Part IV, Line 4i – Schedule of Assets (Held at End of Year)
As of December 31, 2008
| | | | | | | |
| | | | | (c) | | |
(a) | | (b) Identity of issue, borrower, lessor or similar party | | Description of investment including maturity date, rate of interest, collateral, par or maturity value | | (e)
Current
value |
* | | Schwab Value Advantage Fund | | Money Market Funds | | $ | 6,722,182 |
* | | Southwest Securities 401(k) Stock Fund | | Employer Securities | | | 4,214,030 |
** | | Self-directed brokerage accounts | | Various investments including stocks, bonds, mutual funds and other investments | | | 27,500,190 |
| | Growth Fund of America | | Mutual Funds | | | 4,765,957 |
| | Ranier Small/Mid Cap Equity | | Mutual Funds | | | 1,007,140 |
| | American Beacon Small Cap Value Fund | | Mutual Funds | | | 488,367 |
| | Delaware Emerging Market Instl. | | Mutual Funds | | | 1,079,457 |
| | Janus Adviser Perkins Mid Cap Value | | Mutual Funds | | | 1,549,620 |
| | Thornburg International Value I | | Mutual Funds | | | 3,197,897 |
| | Van Kampen Comstock Fund ClA | | Mutual Funds | | | 1,412,255 |
| | Buffalo Small Cap | | Mutual Funds | | | 1,905,323 |
| | Pimco Total Return Class D Fund | | Mutual Funds | | | 3,659,430 |
* | | Schwab Managed Retirement 2010 | | Collective Trusts | | | 563,614 |
* | | Schwab Managed Retirement 2020 | | Collective Trusts | | | 1,088,115 |
* | | Schwab Managed Retirement 2030 | | Collective Trusts | | | 1,000,005 |
* | | Schwab Managed Retirement 2040 | | Collective Trusts | | | 742,038 |
* | | Schwab Managed Retirement Inc. | | Collective Trusts | | | 52,662 |
* | | Schwab S&P 500-Index Investment | | Mutual Funds | | | 2,725,201 |
| | SEI Government Securities Principal | | Money Market Funds | | | 164,908 |
* | | Westwood Trust Income Fund | | Collective Trusts | | | 40,492 |
* | | Westwood Trust Mid Cap Value Equity-EB Fund | | Collective Trusts | | | 3,986 |
* | | Westwood Trust Mid Cap Equity-EB Fund | | Collective Trusts | | | 42,386 |
* | | Westwood Trust All Cap Growth -EB Fund | | Collective Trusts | | | 54,167 |
* | | Westwood Trust All Cap Value Equity-EB Fund | | Collective Trusts | | | 60,682 |
* | | Westwood Trust Small Cap Growth Equity-EB Fund | | Collective Trusts | | | 16,326 |
* | | Westwood Trust Small Cap Value Equity-EB Fund | | Collective Trusts | | | 4,133 |
* | | Westwood Trust High Yield Bond-EB Fund | | Collective Trusts | | | 35,338 |
* | | Westwood Trust Real Estate Invest Trust-EB Fund | | Collective Trusts | | | 29,093 |
* | | Westwood Trust International Growth Equity-EB Fund | | Collective Trusts | | | 23,356 |
* | | Westwood Trust International Value Equity-EB Fund | | Collective Trusts | | | 26,296 |
* | | Westwood Trust Large Cap Equity-EB Fund | | Collective Trusts | | | 48,178 |
* | | Westwood Trust Core Inv. Grade Bond-EB Fund | | Collective Trusts | | | 115,554 |
| | Brookfield Infrastructure Partners LP | | Limited partnership interests | | | 448 |
| | Duncan Energy Partners LP | | Limited partnership interests | | | 4,080 |
| | Dorchester Minerals LP | | Limited partnership interests | | | 794 |
| | Kinder Morgan Energy Partners LP | | Limited partnership interests | | | 169,275 |
| | Energy Transfer Partners LP | | Limited partnership interests | | | 5,101 |
| | Plains All American Pipeline LP | | Limited partnership interests | | | 6,938 |
| | Suburban Propane Partners LP | | Limited partnership interests | | | 17,725 |
| | Teppco Partners LP | | Limited partnership interests | | | 9,785 |
| | Permian Basin Royalty Trust | | Other assets | | | 4,110 |
| | Pengrowth Energy Trust | | Other assets | | | 2,629 |
| | Dominion Resources Black Warrior Trust | | Other assets | | | 255 |
* | | Loans to Participants | | Interest Rates 3.25% to 9.0%, due through 2025 | | | 3,683,338 |
| | | | | | | |
| | Total assets held for investment purposes | | | | $ | 68,242,856 |
| | | | | | | |
| * | Designates a party-in-interest. |
| ** | Includes Schwab accounts of $6,125,039 which are designated as party-in-interest. |
Note: Column (d) - Cost information has been omitted as all investments are participant-directed.
11
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | |
| | THE SWS GROUP |
| | 401(K) PROFIT SHARING PLAN |
| | |
| Date: June 24, 2009 | | By: | | /s/ James R. Zimcosky |
| | | | James R. Zimcosky |
| | | | Senior Vice President, Human Resources |
| | | | Plan Administrator |
12
