UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THESECURITIES EXCHANGE ACT OF 1934
Date of Report: (Date of earliest event reported) February 18, 2014
SWS GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-19483 | 75-2040825 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1201 Elm Street, Suite 3500
Dallas, Texas 75270
(Address of principal executive offices and zip code)
(214) 859-1800
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
Item 8.01 Other Events.
On February 18, 2014, SWS Group, Inc. (“SWS”) issued a press release confirming that the Special Committee of the Board of Directors of SWS received an unsolicited acquisition proposal from Esposito Global to acquire all the outstanding common shares of SWS for $8.00 per share in cash.
There can be no assurance that a transaction with Esposito Global or any other party will be approved or consummated. SWS does not intend to disclose developments regarding these matters unless and until a determination is made that disclosure is necessary or appropriate.
A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01(d). Exhibits.
| Exhibit 99.1 | Press Release issued by SWS on February 18, 2014. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SWS GROUP, INC. | ||||||
| Date: February 20, 2014 | By: | /s/ J. Michael Edge | ||||
| J. Michael Edge | ||||||
| Chief Financial Officer | ||||||
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EXHIBIT INDEX
Exhibit No. | Description | |
| Exhibit 99.1 | Press Release issued by SWS on February 18, 2014. | |
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