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Form 8-K SWS GROUP INC For: Nov 21

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November 21, 2014 4:06 PM EST

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report:

(Date of earliest event reported)

November�21, 2014

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SWS GROUP, INC.

(Exact name of registrant as specified in its charter)

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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)

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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):

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� Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

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� Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

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� Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

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� Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

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Item�5.07. Submission of Matters to a Vote of Security Holders.

On November�21, 2014, SWS Group, Inc. (�SWS� or the �Company�) held a special meeting of stockholders (the �Special Meeting�). The Company�s stockholders approved each of the three proposals detailed in the Company�s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on October�14, 2014. Stockholders representing 44,060,540 shares, or 91% of the 48,456,850 shares of the Company�s common stock outstanding on the record date of October�3, 2014, were present in person or by proxy, representing a quorum for the purposes of the Special Meeting.

Following is a summary of the voting results for the three proposals:

Proposal One: The Company�s stockholders adopted and approved the Agreement and Plan of Merger, dated as of March�31, 2014, by and among the Company, Hilltop Holdings Inc. (�Hilltop�) and Peruna LLC (�Peruna�), a wholly owned subsidiary of Hilltop, pursuant to which the Company will merge with and into Peruna (the �Merger�), as set forth below:

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� �� Shares�Voted � �� Percent�of�Voted � � Percent�of�Outstanding �

For

 �� � 33,337,915 �� �� � 75.66 %� � � 68.79 %�

Against

 �� � 10,594,423 �� �� � 24.04 %� � � 21.86 %�

Abstain

 �� � 128,202 �� �� � 0.29 %� � � 0.26 %�

Proposal Two: The Company�s stockholders approved, on a non-binding, advisory basis, compensation that may be paid or would be payable to the Company�s named executive officers in connection with the Merger, as set forth below:

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� �� Shares�Voted � �� Percent�of�Voted � � Percent�of�Outstanding �

For

 �� � 31,810,184 �� �� � 72.19 %� � � 65.64 %�

Against

 �� � 10,432,398 �� �� � 23.67 %� � � 21.52 %�

Abstain

 �� � 1,817,958 �� �� � 4.12 %� � � 3.75 %�

Proposal Three: The Company�s stockholders approved the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies, in the event that there are not sufficient votes at the time of the Special Meeting to approve Proposal One. In view of the adoption and approval of Proposal One, this was not necessary.

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� �� Shares�Voted � �� Percent�of�Voted � � Percent�of�Outstanding �

For

 �� � 32,906,483 �� �� � 74.68 %� � � 67.90 %�

Against

 �� � 7,722,026 �� �� � 17.52 %� � � 15.93 %�

Abstain

 �� � 3,432,031 �� �� � 7.78 %� � � 7.08 %�

Item�8.01. Other Events.

On November�21, 2014, the Company issued a press release announcing the results of the Special Meeting. 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.

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Exhibit�99.1 Press Release issued by SWS on November�21, 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.

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� SWS GROUP, INC.
Date: November�21, 2014 � � By: �

/s/ J. Michael Edge

� � � J. Michael Edge
� � � Chief Financial Officer

EXHIBIT INDEX

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Exhibit No.

 ��

Description

Exhibit�99.1 �� Press Release issued by SWS on November 21, 2014.

Exhibit 99.1

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LOGO

SWS Stockholders Approve Merger

with Hilltop Holdings Inc.

DALLAS, November�21, 2014 � SWS Group, Inc. (NYSE: SWS) (�SWS� or the �Company�) announced that, at the Company�s special meeting of stockholders held today, a majority of the outstanding shares of SWS common stock voted to approve the adoption of the merger agreement with Hilltop Holdings Inc. (�Hilltop�). The transaction is expected to close by the end of 2014.

�We are pleased with the outcome of today�s special meeting, and I want to thank SWS stockholders for their support,� said James H. Ross, President and CEO of SWS. �We look forward to completing the merger with Hilltop expeditiously and expect a seamless transition.�

More than 75 percent of the votes cast were in favor of approving the merger agreement, which represented approximately 69 percent of the outstanding shares of SWS Group common stock at October�3, 2014, the record date for the special meeting. Upon completion of the transaction, SWS stockholders will receive per share consideration of 0.2496 shares of Hilltop common stock and $1.94 of cash.

About SWS Group

SWS Group, Inc. is a Dallas-based holding company offering a broad range of investment and financial services through its subsidiaries. The Company�s common stock is listed and traded on the New York Stock Exchange under the symbol SWS. SWS Group, Inc. subsidiaries include Southwest Securities, Inc., SWS Financial Services, Inc., and Southwest Securities, FSB.

Cautionary Statement Regarding Forward-Looking Statements

From time to time we make statements (including some contained in this report) that predict or forecast future events, depend on future events for their accuracy, or otherwise contain �forward-looking� information and constitute �forward-looking statements� within the meaning of applicable U.S. securities laws. Such statements are generally identifiable by terminology such as �plans,� �expects,� �estimates,� �budgets,� �intends,� �anticipates,� �believes,� �projects,� �indicates,� �targets,� �objective,� �could,� �should,� �may� or other similar words. By their very nature, forward-looking statements require us to make assumptions that may not materialize or that may not be accurate. Readers should not place undue reliance on forward-looking statements and should recognize that such statements are predictions of future results, which may not occur as anticipated. Actual results may differ materially as a result of various factors, some of which are outside of our control, including:

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� � � failure to obtain the approval of stockholders of SWS in connection with the proposed transaction;

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� � � the failure to consummate or delay in consummating the proposed transaction for other reasons;

SWS Stockholders Approve Merger / 2

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� � � the timing to consummate the proposed transaction;

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� � � the risk that a condition to closing of the proposed transaction may not be satisfied;

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� � � the risk that a regulatory approval that may be required for the proposed transaction is delayed, is not obtained, or is obtained subject to conditions that are not anticipated;

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� � � Hilltop�s ability to achieve the synergies and value creation contemplated by the proposed transaction;

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� � � Hilltop�s ability to promptly and effectively integrate its and SWS�s businesses;

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� � � the diversion of management time on transaction-related issues;

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� � � the interest rate environment;

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� � � the volume of trading in securities;

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� � � the liquidity in capital markets;

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� � � the volatility and general level of securities prices and interest rates;

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� � � the ability to meet regulatory capital requirements administered by federal agencies;

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� � � the level of customer margin loan activity and the size of customer account balances;

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� � � the demand for real estate in Texas, New Mexico and the national market;

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� � � the credit-worthiness of our correspondents, trading counterparties and of our banking and margin customers;

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� � � the demand for investment banking services;

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� � � general economic conditions, especially in Texas and New Mexico, and investor sentiment and confidence;

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� � � the value of collateral securing the loans we hold;

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� � � competitive conditions in each of our business segments;
� � � changes in accounting, tax and regulatory compliance requirements;

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� � � changes in federal, state and local tax rates;

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� � � the ability to attract and retain key personnel;

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� � � the availability of borrowings under credit lines, credit agreements and credit facilities;

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� � � the potential misconduct or errors by our employees or by entities with whom we conduct business;

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� � � the ability of borrowers to meet their contractual obligations and the adequacy of our allowance for loan losses; and

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� � � the potential misconduct for litigation and other regulatory liability.

Our future operating results also depend on our operating expenses, which are subject to fluctuation due to:

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� � � variations in the level of compensation expense incurred as a result of changes in the number of total employees, competitive factors or other market variables;

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� � � variations in expenses and capital costs, including depreciation, amortization and other non-cash charges incurred to maintain our infrastructure; and

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� � � unanticipated costs which may be incurred from time to time in connection with litigation, regulation and compliance, loan analyses and modifications or other contingencies.

SWS Stockholders Approve Merger / 3

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Other factors, risks and uncertainties that could cause actual conditions, events or results to differ materially from our expectations discussed in this report include those factors described in SWS�s Annual Report on Form 10-K/A (Amendment No.�1) for the year ended June�30, 2014, under the heading �Risk Factors,� and our other reports filed with and available from the SEC. Our forward-looking statements are based on current beliefs, assumptions and expectations. No assurances can be given that any of the events anticipated by these forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on our actual results, levels of activity, performance, or achievements. All forward-looking statements speak only as of the date on which they are made and, except as required by law, we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances upon which any statement is based.

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Investor Relations:

J. Michael Edge, 214-859-9343

[email protected]

Media Relations:

Ben Brooks, 214-859-6351

[email protected]


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