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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
February 8, 2002
(Date of earliest event reported)
SWS Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-19483 75-2040825
(State or other jurisdiction of (Commission file number) (I.R.S. employer identification
incorporation) no.)
1201 Elm Street, Suite 3500, Dallas, Texas 75270
(Address of principal executive offices)
(214) 859-1800
(Registrant's telephone number,
including area code)
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Item 5. Other Events and Regulation FD Disclosure.
In December 2001, SWS Group, Inc. ("SWS") announced plans to spin-off
Westwood Holdings Group, Inc. ("Westwood"), the holding company for the asset
management and trust company operations of SWS. SWS has sold a 19.82% interest
in Westwood to members of Westwood's management, and the shares held by
Westwood's management will not be distributed in the spin-off. SWS will
accomplish the spin-off by distributing all of the common stock of Westwood that
it holds to SWS stockholders. As part of the spin-off, SWS stockholders will
receive one share of Westwood common stock for every four shares of SWS common
stock owned as of the record date for the spin-off.
No consideration is payable by SWS stockholders for the shares of
Westwood common stock to be received in the spin-off, nor are SWS stockholders
expected to surrender or exchange shares of SWS common stock or take any other
action in order to receive the Westwood shares pursuant to the spin-off.
Additional information concerning Westwood and the spin-off is
contained in Westwood's Registration Statement on Form 10 (Commission File No.
001-31234) filed with the Securities and Exchange Commission on February 8,
2002.
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.
Dated: February 11, 2002 By: /S/ Stacy M. Hodges
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Stacy M. Hodges
Executive Vice President, Chief Financial
Officer and Treasurer