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):
July 13, 2000
SOUTHWEST SECURITIES GROUP, INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE No. 0-19483 No. 75-2040825
(State or other jurisdiction (Commission (IRS employer
of incorporation) File Number) Identification No.)
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SOUTHWEST SECURITIES GROUP, INC.
1201 ELM STREET, SUITE 3500
DALLAS, TEXAS 75270
(Address, including zip code, of principal executive office)
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Registrants' telephone number, including area code: 214-859-1800
Not applicable
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(Registrant's former address of principal executive office)
Item 5. Other Events
On July 13, 2000, Southwest Securities Group, Inc. (the "Company") entered into
an agreement in principle to acquire Matrix Bancorp, Inc. ("Matrix") (MTXC-
Nasdaq) through an exchange of stock to be accounted for as a pooling of
interests. The agreement calls for the Company to exchange 0.4715 shares of its
common stock for each share of Matrix common stock.
Consummation of the acquisition is subject to completion of satisfactory due
diligence, negotiation of a definitive agreement, and corporate, regulatory and
shareholder approvals.
A copy of the joint press release issued by the Company and Matrix announcing
the transaction is attached as Exhibit 99.1 to this Current Report on Form 8-K.
In connection with the agreement in principle, Matrix and the Company have
entered into a Stock Option Agreement dated July 25, 2000, pursuant to which
Matrix has granted to the Company an option to purchase, under certain
circumstances, up to 19.9 percent of the outstanding shares of capital stock of
Matrix, at a purchase price of $16.23 per share.
A Current Report on Form 8-K was also filed with the Securities and Exchange
Commission on July 26, 2000 by Matrix which includes as exhibits a copy of the
agreement in prinicple and Stock Option Agreement and such documents are hereby
incorporated by reference.
This Current Report of Form 8-K incorporates documents by reference which are
not presented here or delivered with this document. These documents are
available without charge upon written or oral request to the Company at 1201 Elm
Street, Suite 3500, Dallas, Texas 75270, Attn: Corporate Secretary or by
telephone at 214-859-1800.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired - Not Applicable.
(b) Pro Forma Financial Information - Not Applicable.
(c) Exhibits.
The following exhibits are furnished in accordance with Item 601 of Regulation
S-K.
Exhibit No. Description
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99.1 Joint Press Release issued July 14, 2000.
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.
SOUTHWEST SECURITIES GROUP, INC.
Date: July 26, 2000
By: /s/ David Glatstein
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David Glatstein
President and Chief Executive Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
99.1 Joint Press Release of Southwest Securities Group,
Inc. and Matrix Bancorp, Inc. issued July 14, 2000.