FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SOUTHWEST SECURITIES GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2040825
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1201 Elm Street, Suite 3500, Dallas Texas 75270
(Address of principal executive offices)(Zip Code)
Securities to be registered pursuant to Section 12(b) of the
Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock, New York Stock Exchange, Inc.
par value $.10
If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act
and is effective pursuant to General Instruction A.(c),
check the following box. [ ]
If this form relates to the registration of a class of
securities pursuant to Section 12(g) of the Exchange Act
and is effective pursuant to General Instruction A.(d),
check the following box. [ ]
Securities Act registration statement file number to
which this form relates N/A (if applicable)
Securities to be registered pursuant to Section 12(g) of the
Act:
None.
Item 1. Description of Registrant's Securities to be
Registered.
General. The capital stock of Southwest Securities
Group, Inc. (the "Company") to be registered on The New York
Exchange, Inc. (the "Exchange"), is the Company's common
stock with a par value of $.10 per share (the "Common
Stock"). Prior to listing on the Exchange, the Common Stock
has been listed on The NASDAQ Stock Market.
Each holder of Common Stock is entitled to one vote for
each share held with respect to all matters upon which
stockholders have a right to vote. Holders of shares of
Common Stock have no preemptive rights or cumulative voting
rights. Dividends that may be declared on the Common Stock
will be paid in an equal amount to the holder of each share.
There are no redemption or sinking fund provisions and there
is no liability to further calls or to assessments by the
Company.
In the event of liquidation of the Company, the holders
of Common Stock will be entitled to share ratably in any
proceeds available for distribution after payment of all
claims of creditors and the distribution required to be made
to holders of any preferred stock which may be outstanding.
Potential Issuances of Preferred Stock. The Company's
Board of Directors may, without further action by the
Company's stockholders, from time to time direct the
issuance of preferred stock in series and may, at the time
of issuance, determine the rights, preferences and
limitations of each series. Satisfaction of any dividend
preferences of outstanding preferred stock would reduce the
amount of funds available for the payment of dividends on
Common Stock. Also, holders of preferred stock would
normally be entitled to receive a preference payment in the
event of any liquidation, dissolution or winding-up of the
Company before any payment is made to the holders of Common
Stock. In addition, under certain circumstances, the
issuance of preferred stock may render more difficult or
tend to discourage a merger, tender offer or proxy contest,
the assumption of control by a holder of a large block of
the Company's securities or the removal of incumbent
management.
By-Law Provision. The Company's wholly-owned
subsidiary, Southwest Securities, Inc., is a member of the
Exchange. In connection with Exchange rules that require
any person who controls an Exchange member to be approved by
the Exchange, the By-Laws of the Company provide that
whenever a person who is required to be approved by the
Exchange fails or ceases to be so approved, the Company may,
at its option, redeem or convert to a fixed income security
such of its voting stock as may be necessary to reduce such
person's ownership of voting stock in the Company below that
level which enables such person to exercise controlling
influence over the management or policies of the Company.
Delaware Anti-takeover Statute. Section 203 of the
Delaware General Corporation Law generally prohibits an
"interested stockholder" (defined generally as a person
owing 15% or more of the Company's outstanding voting stock)
from engaging in a "business combination" (as defined in
Section 203) with the Company for three years following the
date that such person became an interested stockholder
unless, among other exceptions, (a) before that person
became an interested stockholder, the Board of Directors of
the Company approved the transaction in which the interested
stockholder became an interested stockholder or approved the
business combination, (b) upon the consummation of the
transaction that resulted in the interested stockholder's
becoming an interested stockholder, the interested
stockholder owns at least 85% of the voting stock of the
Company outstanding at the time the transaction commenced
(subject to certain exclusions), or (c) following the
transaction in which that person became an interested
stockholder, the business combination is approved by the
Board of Directors of the Company and authorized by at least
two-thirds of the outstanding voting stock of the Company
not owned by the interested stockholder. By virtue of the
Company's decision not to opt out of the statute's
provisions, the statute applies to the Company.
Item 2. Exhibits.
All Exhibits required by Instruction II to Item 2 will
be supplied to The New York Stock Exchange, Inc.
SIGNATURES
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly
caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
SOUTHWEST SECURITIES GROUP, INC.
By:/s/ DAVID GLATSTEIN______
David Glatstein
President and Chief Executive Officer
Dated: September 19, 1997
