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):
June 28, 2002
SWS 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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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 name or address, if changed since last report)
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
In June 2002, the Board of Directors of SWS Group, Inc. (the "Company" or "SWS")
declared a dividend payable to the holders of the Company's common stock, par
value $0.10 per share ("SWS common stock"), distributing on a pro-rata basis
(the "Distribution") all of the shares of Westwood Holdings Group, Inc.
("Westwood Group") held by the Company, which equaled 80.18% of the issued and
outstanding shares of the Westwood Group. The Westwood Group includes asset
management subsidiaries Westwood Management Corporation and Westwood Trust. Each
holder of SWS common stock received one share of common stock of the Westwood
Group, par value $0.001 per share ("Westwood common stock"), for every four
shares of SWS common stock held on June 17, 2002 (the "Record Date").
The Company effected the distribution on June 28, 2002 by delivering all of the
shares of Westwood common stock held by the Company to the distribution agent
for distribution to the holders of SWS common stock as of the Record Date.
No consideration was paid by the Company's stockholders for the shares of
Westwood common stock received in the Distribution, nor were stockholders
required to surrender or exchange shares of SWS common stock nor take any other
action to receive the shares of Westwood common stock.
In connection with the Distribution, the Company has adjusted its financial
statements on a pro-forma basis, to reflect the departure of the Westwood Group
businesses from the SWS consolidation. The pro forma financial statements are
included with this Current Report as Exhibit 99.1.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(b) Pro Forma Financial Information. The pro forma SWS consolidated financial
statements are attached hereto as Exhibit 99.1.
(c) Exhibits. Exhibit 99.1. Pro forma SWS consolidated financial statements.
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: July 15, 2002
By: /s/ Stacy M. Hodges
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Stacy M. Hodges
Executive Vice President, Chief Financial Officer and
Treasurer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
99.1 Pro Forma SWS Consolidated Financial Statements.