<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities and Exchange Act of
1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use by the Commission Only (as permitted by Rule 14a-
6(e)(2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Southwest Securities Group, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(I)(4) and 0-11.
(1) Title of each class of securities to which the transaction applies:
---------------------------------------------------------------------------
(2) Aggregate number of securities to which the transaction applies:
---------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
---------------------------------------------------------------------------
(4) Proposed maximum aggregate transaction:
---------------------------------------------------------------------------
(5) Total fee paid:
---------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
<PAGE>
[ ] Check box if any part of the fee is offset as provided by the Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statements
number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
SOUTHWEST SECURITIES
GROUP, INC.
Notice of Annual Meeting
and Proxy Statement
<PAGE>
September 25, 1997
Dear Stockholder:
The 1997 Annual Meeting of Stockholders of Southwest Securities Group, Inc. (the
"Company") will be held at the Adolphus Hotel, 1321 Commerce Street, Dallas,
Texas in the Century A Room, on Wednesday, November 5, 1997, at 11:00 a.m. local
time.
The enclosed material includes the Notice of Annual Meeting and Proxy Statement,
which describes the business to be transacted at the meeting.
We will be reporting on your Company's activities, and you will have an
opportunity to ask questions about its operations.
We hope you are planning to attend the Annual Meeting personally, and we look
forward to seeing you. It is important that your shares be represented at the
meeting whether or not you are able to attend in person. Accordingly, the
return of the enclosed proxy as soon as possible will be greatly appreciated and
will ensure your shares are represented at the Annual Meeting. If you do attend
the Annual Meeting, you may, of course, withdraw your proxy should you wish to
vote in person.
The Company cordially invites you and your fellow stockholders to a luncheon
following the meeting. To help us prepare properly for your attendance, we ask
that you R.S.V.P. by checking the appropriate box on your proxy. On behalf of
the Board of Directors and management of Southwest Securities Group, Inc., we
would like to thank you for your continued support and confidence.
Sincerely yours,
/s/ DON A. BUCHHOLZ /s/ DAVID GLATSTEIN
Don A. Buchholz David Glatstein
Chairman of the Board President and Chief Executive Officer
<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 5, 1997
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Southwest
Securities Group, Inc. (the "Company") will be held at the Adolphus Hotel, 1321
Commerce Street, Dallas, Texas in the Century A Room, on Wednesday, November 5,
1997, at 11:00 a.m. local time for the following purposes:
1. To elect eight Directors to serve until the next Annual Meeting of
Stockholders or until their successors are elected and qualified, and
2. To transact such other business as may properly come before the Annual
Meeting and any adjournments thereof.
Holders of the Company's Common Stock of record as of the close of business on
September 12, 1997 are entitled to receive notice of and to vote at the Annual
Meeting and any adjournments thereof.
It is important that your shares be represented at the Annual Meeting. For that
reason, we ask that you promptly sign, date and mail the enclosed proxy in the
return envelope provided. Stockholders who attend the Annual Meeting may revoke
their proxies and vote in person. To help us prepare properly for your
attendance at the Annual Meeting, we ask that you indicate on your proxy whether
you plan to attend and whether you will join us for the luncheon following the
meeting.
By Order of the Board of Directors,
/s/ BARBARA A. HART
Barbara A. Hart
Secretary
Dallas, Texas
September 25, 1997
<PAGE>
SOUTHWEST SECURITIES GROUP, INC.
1201 ELM STREET, SUITE 3500
DALLAS, TEXAS 75270
--------------------------
PROXY STATEMENT
--------------------------
ANNUAL MEETING OF STOCKHOLDERS, NOVEMBER 5, 1997
- --------------------------------------------------------------------------------
This Proxy Statement and the accompanying Notice of Annual Meeting and proxy are
being furnished to the stockholders of Southwest Securities Group, Inc. (the
"Company") in connection with the solicitation of proxies by the Board of
Directors of the Company (the "Board") for use at the 1997 Annual Meeting of
Stockholders of the Company (the "Annual Meeting") to be held at the Adolphus
Hotel, 1321 Commerce Street, Dallas, Texas in the Century A Room on Wednesday,
November 5, 1997, at 11:00 a.m. local time, and any adjournments thereof. These
proxy materials are being mailed on or about September 25, 1997 to holders of
record on September 12, 1997 of the Company's Common Stock, $0.10 par value
("Common Stock").
A proxy may be revoked by a stockholder prior to its exercise by written notice
to the Secretary of the Company, by submission of another proxy bearing a later
date, or by revoking the prior proxy and voting in person at the Annual Meeting.
Such notice or later proxy will not affect a vote on any matter taken prior to
the receipt thereof by the Secretary of the Company. The mere presence at the
Annual Meeting of the stockholder appointing the proxy will not revoke the
appointment. If not revoked, the proxy will be voted at the Annual Meeting in
accordance with the instructions indicated on the proxy by the stockholder, or,
if no instructions are indicated, will be voted FOR each of the nominees for
director and each other matter of business described herein; and, as to any
other matter of business that may properly be brought before the Annual Meeting,
in accordance with the judgment of the person or persons voting the same.
All expenses of the Company in connection with this solicitation will be borne
by the Company. In addition to solicitation by mail, proxies may be solicited
by directors, officers and other employees of the Company, by telephone,
telegraph, fax, telex, in person or otherwise, without additional compensation.
The Company will also request brokerage firms, nominees, custodians and
fiduciaries to forward proxy materials to the beneficial owners of the Company's
Common Stock and will reimburse those brokerage firms, nominees, custodians and
fiduciaries and the Company's transfer agent for their reasonable out-of-pocket
expenses in forwarding such materials.
THE COMPANY
The Company is a Dallas-based holding company providing securities transaction
processing, securities brokerage and investment banking services to brokers,
dealers, corporations, municipalities and individuals across the country through
its wholly owned subsidiaries.
1
<PAGE>
VOTING SECURITIES
Holders of record at the close of business on September 12, 1997 of the
Company's Common Stock are entitled to notice of and to vote at the Annual
Meeting and any adjournments thereof. Each outstanding share of Common Stock
entitles the holder thereof to one vote. The presence in person or by proxy at
the Annual Meeting of the holders of a majority of such shares shall constitute
a quorum. Abstentions and broker nonvotes are counted for purposes of
determining the presence or absence of a quorum for the transaction of business.
Abstentions are counted in tabulations of the votes cast on proposals presented
to stockholders to determine the total number of votes cast. Abstentions are
not counted as votes for or against any such proposals. Broker nonvotes are not
counted as votes cast for purposes of determining whether a proposal has been
approved. The Company's Certificate of Incorporation does not provide for
cumulative voting. Assuming the presence of a quorum at the Annual Meeting, the
affirmative vote of a plurality of the votes cast by holders of Common Stock is
required for the election of directors. All other matters will be determined by
a majority of the votes cast.
On September 12, 1997, 9,245,475 shares of Common Stock were outstanding and
entitled to be voted. The record date for the Annual Meeting preceded the
Company's recent ten percent stock dividend. Therefore, the dividend shares
will not be voted at the meeting.
ELECTION OF DIRECTORS
The Board has nominated and recommends the election of each of the nominees set
forth below under the caption "Nominees for Directors" as a director of the
Company to serve until the next Annual Meeting of Stockholders or until a
successor is duly elected and qualified. There is one nominee who is not
currently a member of the Board, Mr. R. Jan LeCroy. Mr. LeCroy replaces Susan
M. Byrne, who is not standing for re-election. All of the nominees have
indicated their willingness to serve as directors if elected.
NOMINEES FOR DIRECTORS
DON A. BUCHHOLZ (age 68)/1,3/
A founder of the Company. Director and Chairman of the Board since August 1991;
Chief Executive Officer of the Company from 1984 until July 1994; Chairman of
the Board of Southwest Securities, Inc., the Company's principal subsidiary
("Southwest"), from August 1993 to May 1996; President of the Company from 1984
until August 1991; Associated with Southwest in various executive capacities
since its inception in 1972. Past director of the Securities Industry
Association (the "SIA"); past Chairman of the Executive Committee of the South
Central District of the SIA; past member of the Boards of Governors of the New
York Stock Exchange (the "NYSE") and the National Association of Securities
Dealers (the "NASD"); past President and director of the Texas Stock and Bond
Dealers Association (the "TSBDA").
RAYMOND E. WOOLDRIDGE (age 58)/1/
Chief Executive Officer of the Company from July 1994 until May 1996; President
and Chief Operating Officer of the Company from August 1991 until July 1994;
director of the Company since 1986; Vice Chairman of the Board since May 1996;
Chief Executive Officer of Southwest from August 1993 until May 1996. President
and director of the TSBDA; Chairman of the Regional Firms Committee of the SIA;
2
<PAGE>
past Vice Chairman of the Board of Governors of the NASD; past member of the
Regional Firms Advisory Committee of the NYSE; past Chairman of the Board of
Directors of National Securities Clearing Corporation, a national clearing
agency registered with the Securities and Exchange Commission (the "SEC"); past
director of the SIA.
DAVID GLATSTEIN (age 48)/1/
Chief Executive Officer of the Company and Southwest since May 1996; President
and director of the Company and President of Southwest since May 1995; President
of Barre & Company Incorporated from its founding in 1980 until its acquisition
by Southwest in 1995; First Vice President of the Securities Division of Lehman
Brothers Kuhn Loeb, Inc. from 1978 to 1980; securities broker with White, Weld &
Company, Inc. from 1973 to 1978. Past member of the District 6 Business Conduct
Committee of the NASD (Chairman in 1992).
ALLEN B. COBB (age 69)
A founder of the Company. Director of the Company since 1984; Vice Chairman of
the Board since August 1991; Chairman of the Board from 1984 to August 1991;
associated with Southwest in various executive capacities since its inception in
1972.
J. JAN COLLMER (age 62)/2,3,4/
Founder and President of Collmer Semiconductor, Inc., an importer, marketer and
manufacturer of industrial electronic components and systems since 1979. Prior
to founding Collmer Semiconductor, served in various engineering and executive
positions with Varo, Inc., a defense electronics firm. Currently serves on the
NASD Arbitration Panel and the DFW Airport Board of Directors, and as a trustee
for the University of Dallas.
R. JAN LECROY (age 66)
Since 1988, President of the Dallas Citizens Council (DCC), a non-profit
organization whose members are the CEOs of the 250 largest corporations in the
Dallas metropolitan area and whose mission is to improve the quality of life and
economic viability of the community. Over twenty years experience in various
leadership assignments in the community college field, including seven years as
Chancellor of the Dallas County Community College District, the largest
undergraduate institution in the State of Texas. In 1995, appointed by Governor
George Bush as one of six commissioners on the Education Commission of the
States, which advocates education policy for kindergarten through graduate
school for the nation.
FREDERICK R. MEYER (age 69)/2,3,4/
Chairman of the Board, President and CEO of Aladdin Industries, Inc., a
diversified company principally engaged in the manufacture of thermosware,
insulated food delivery systems and related products; Chairman of the Board
since 1985; President and CEO from 1995 to present and 1987 to 1994. President
and Chief Operating Officer of Tyler Corporation, a diversified manufacturing
corporation, from 1983 to 1986; Consultant to Tyler Corporation from 1986 to
1989. Currently a director of Tyler Corporation, Arvin Industries, Inc. and
Palm Harbor Homes, Inc.
JON L. MOSLE, JR. (age 68)/2,3,4/
Director of Private Capital Management for Ameritrust Texas Corporation from
1984 to 1992. From 1954
3
<PAGE>
to 1984, affiliated with Rotan Mosle, Inc., a regional NYSE member firm, which
was acquired by PaineWebber Incorporated in 1983. Experience at Rotan Mosle
included supervisory responsibility for both over-the-counter trading and
municipal departments, as well as participating in corporate finance activities.
Served as Branch Manager, Regional Manager, Vice Chairman of the Board and
member of Rotan Mosle's Operating Committee. Currently a director of Wiser Oil
Company and Aquila Gas Pipeline Corporation, an Associate Director of First
National Bank of Park Cities, Texas and an Advisory Director of Trust Company of
Texas.
- ---------------------
/1/ Executive Committee
/2/ Audit Committee
/3/ Compensation Committee
/4/ Stock Option Committee
COMPENSATION OF DIRECTORS
Members of the Board who are not officers or employees of the Company receive a
fee of $1,500 per quarter plus $500 for each directors' meeting they attend.
Directors are reimbursed for expenses relating to attendance at meetings. In
August of 1997, outside directors Meyer, Mosle, and Collmer were paid an
additional sum of $8,000, $7,500, and $8,000, respectively, due to favorable
financial performance of the Company.
ORGANIZATION OF THE BOARD OF DIRECTORS
The Executive Committee of the Board of Directors of the Company has the
authority, between meetings of the Board of Directors, to take all actions with
respect to the management of the Company's business that require action by the
Board of Directors, except with respect to certain specified matters that by law
must be approved by the entire Board.
The Audit Committee is responsible for (i) reviewing the scope of, and the fees
for, the annual audit, (ii) reviewing with the independent auditors the
Company's accounting practices and policies, (iii) reviewing with the
independent auditors their final report, (iv) reviewing with internal and
independent auditors overall accounting and financial controls, and (v) being
available to the independent auditors during the year for consultation purposes.
The Compensation Committee determines the salaries of the executive officers of
the Company and its subsidiaries, assists in determining the salaries of other
personnel, and performs other similar functions. The Stock Option Plan
Committee administers the grant of awards under the Company's stock option
plans. The Company has no nominating committee; the entire Board of Directors
is responsible for selecting nominees for election as directors.
The Board of Directors held four regularly scheduled meetings and one special
meeting during fiscal year 1997. Each director attended at least three-quarters
of the meetings. The Audit Committee held one meeting during fiscal year 1997;
all committee members were present. The Compensation Committee held one meeting
during fiscal year 1997; all committee members were present. No meetings of the
Executive Committee or the Stock Option Committee were held during fiscal 1997.
4
<PAGE>
STOCK OWNERSHIP OF PRINCIPAL OWNERS AND MANAGEMENT
The following table sets forth information concerning the beneficial ownership
of the Company's Common Stock as of August 31, 1997 by (i) each person who is
known by the Company to own beneficially more than 5% of the Common Stock, (ii)
each director and director nominee of the Company, (iii) each of the executive
officers of the Company named in the Summary Compensation Table included
elsewhere herein, and (iv) all directors and executive officers of the Company
as a group.
<TABLE>
<CAPTION>
Shares Beneficially Owned /1//2/ Number Percent
-------------------------------- ----------- -----------
<S> <C> <C>
Buchholz Arlington Banshares, a Limited Partnership/3/ 650,000 7.0%
1201 Elm Street, Suite 3500, Dallas, TX 75270
Buchholz Investments, a Partnership/4/ 203,253 2.2%
1201 Elm Street, Suite 3500, Dallas, TX 75270
Cobb Partners/5/ 460,800 5.0%
1201 Elm Street, Suite 3500, Dallas, TX 75270
Allen B. Cobb/6/ 204,150 2.2%
1201 Elm Street, Suite 3500, Dallas, TX 75270
Raymond E. Wooldridge/7/ 389,435 4.2%
1201 Elm Street, Suite 3500, Dallas, TX 75270
David Glatstein/8/ 445,200 4.8%
1201 Elm Street, Suite 3500, Dallas, TX 75270
William D. Felder 100,450 1.1%
1201 Elm Street, Suite 3500, Dallas, TX 75270
W. Norman Thompson 1,300 *
1201 Elm Street, Suite 3500, Dallas, TX 75270
Richard H. Litton 29,411 *
1201 Elm Street, Suite 3500, Dallas, TX 75270
Kenneth R. Hanks 2,500 *
1201 Elm Street, Suite 3500, Dallas, TX 75270
Susan M. Byrne 142,468 1.5%
300 Crescent Court, Suite 1320, Dallas, TX 75201
J. Jan Collmer/9/ 11,000 *
14368 Proton Road, Dallas, TX 75244
R. Jan LeCroy -0- *
1201 Main Street, Suite 2444, Dallas, TX 75202
Frederick R. Meyer 45,700 *
2121 San Jacinto, Suite 895, LB-5, Dallas, TX 75201
Jon L. Mosle, Jr. 11,356 *
4809 Cole, Suite 145, Dallas, TX 75205
All directors and executive officers 2,697,023 29.2%
as a group (12 persons)
</TABLE>
5
<PAGE>
- --------------------
* Denotes less than 1% ownership
1 The rules of the SEC provide that, for the purposes hereof, a person is
considered the "beneficial owner" of shares with respect to which the
person, directly or indirectly, has or shares the voting or investment
power, irrespective of his economic interest in the shares. Unless
otherwise noted, each person identified possesses sole voting and
investment power over the shares listed, subject to community property
laws.
2 Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Company's directors and officers, and persons
who beneficially own more than 10 percent of a registered class of the
Company's equity securities to file reports of ownership and changes in
ownership with the SEC and with the NASD. Directors, officers and greater-
than-ten percent beneficial owners are required by SEC rule or regulation
to furnish the Company with copies of all Section 16(a) reports they file.
Based solely on its review of copies of such reports received by it, or
written representations from certain reporting persons that no such
reports were required for those persons, the Company believes that during
fiscal year 1997 all filing requirements applicable to its directors,
officers and greater-than-ten percent beneficial owners were complied
with.
3 Buchholz Arlington Banshares, a Limited Partnership, is a general
partnership, the partners of which are Don A. Buchholz and Don A.
Buchholz's wife and adult son and daughter. Pursuant to the terms of the
partnership agreement governing Buchholz Arlington Banshares, a Limited
Partnership, Don A. Buchholz is general partner and has sole investment
power. The partnership agreement further provides that any partner may
withdraw from the partnership only upon unanimous agreement of all the
partners. Excludes shares directly held by individual partners. Don A.
Buchholz and his wife own 41% of Buchholz Arlington Banshares.
4 Buchholz Investments, a Partnership, is a general partnership, the
partners of which are Don A. Buchholz and Don A. Buchholz's wife and adult
son and daughter. Pursuant to the terms of the partnership agreement
governing Buchholz Investments, a Partnership, Don A. Buchholz's adult son
has sole voting and investment power with regard to the shares owned by
the partnership. The partnership agreement further provides that any
partner may withdraw from the partnership upon 30 days' notice and, unless
the Partnership is liquidated, that partner shall receive the value of his
or her capital account. Excludes shares directly held by individual
partners. Don A. Buchholz and his wife own one-third of Buchholz
Investments.
5 Cobb Partners is a general partnership, the partners of which are Allen B.
Cobb and his children. Mr. Cobb has sole voting and investment power with
regard to the shares owned by the partnership.
6 Excludes shares held by Cobb Partners.
7 Includes 9,135 shares held by an individual retirement account for the
benefit of Mr. Wooldridge's wife.
8 Includes 64,200 shares held by Mr. Glatstein as custodian for his two
minor children. Mr. Glatstein disclaims beneficial ownership of these
shares.
9 Includes 7,000 shares owned by Collmer Semiconductor which is 90% owned
by Mr. Collmer.
6
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the compensation during
each of the Company's last three fiscal years of each person serving as the
Chief Executive Officer during the last fiscal year and the other four most
highly compensated executive officers.
<TABLE>
<CAPTION>
Long-Term Compensation
-------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
- ---------------------------------------------------------------------------------------------------------------------------
Fiscal Other Re- Securi- Long- All
year annual stricted ties term other
Name and principal position ended compen- stock under- incen- compensa-
the last Salary ($) Bonus/1/($) sation awards lying tive tion/2/
Friday of ($) ($) op-tions/ plan ($)
June SARs pay-outs
(#) ($)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
David Glatstein 1997 100,000 604,570/3/ - - - - 16,500
President and Chief 1996 100,000 236,444/3/ - - - - 22,500
Executive Officer 1995 18,909 21,570 - - - - -
William D. Felder 1997 250,000 125,000 - - - - 16,500
Senior Executive Vice 1996 123,340 135,518 - - - - 22,500
President 1995 123,800 97,055 - - - - 22,500
W. Norman Thompson 1997 150,000 190,000 - - - - 16,500
Senior Executive Vice 1996 126,104 48,846 - - - - 16,008
President and Chief 1995 44,643 5,000 - - - - -
Information Officer
Richard H. Litton 1997 150,000 166,000 - - - - 15,946
Senior Executive Vice 1996 148,631 - - - - - 9,995
President
Kenneth R. Hanks 1997 150,000 140,000 - - - - 8,757
Senior Executive Vice 1996 12,500 - - - - - -
President and Chief
Financial Officer
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
- -----------------------
/1/ Includes the amount of contributions in excess of allowable qualified plan
contributions paid directly to the participant.
/2/ Consists of the Company's annual contributions to its Profit Sharing Plan
and Trust.
/3/ Mr. Glatstein's bonus was derived as a percentage of fees and commissions
he directed to the Company.
7
<PAGE>
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
In fiscal 1997, executive compensation was determined by the Compensation
Committee (the "Committee") of the Board. The Committee is comprised of the
Chairman of the Board and three non-employee directors. The Chairman of the
Board serves as Chairman of the Committee. Decisions by the Committee are
reviewed by the Board. Pursuant to rules of the Securities and Exchange
Commission designed to enhance disclosure of companies' policies regarding
executive compensation, the following report is submitted by Messrs. Don
Buchholz (Chairman), Jan Collmer, Frederick Meyer and Jon Mosle in their
capacity as members of the Committee addressing the Company's compensation
policies for fiscal 1997 in general and as they affected executive officers,
including Messrs. Glatstein, Felder, Litton, Thompson, and Hanks, who were the
Company's five most highly compensated executive officers in fiscal 1997.
GENERAL
The Company's compensation program is designed to fairly compensate executives
for their performance and contribution to the Company as well as to provide
incentives which attract and retain the executives, instill a long-term
commitment to the Company, and develop pride and a sense of Company ownership,
all in a manner consistent with stockholder interests. Given these
objectives, the executive officers' compensation package includes three
elements: base salary, annual incentive compensation, and a profit sharing
plan.
Base Salary. The base salaries of the Company's executive officers are set to
- -----------
be competitive within the industry. They are reviewed annually and are
adjusted in light of the individual executive's performance.
Incentive Compensation. Incentive bonuses are routinely paid to those persons
- ----------------------
making significant contributions to the Company. The Company pays bonuses,
which are distributed among officers and employees by the Committee, based
upon such factors as gross commission, production, contribution to the net
income of the Company, new client development, contribution to Company
management, management of individual profit centers and demonstrated Company
leadership. The Management Incentive Compensation Program, described below,
was terminated effective June 30, 1996.
Profit Sharing. The Company makes contributions to a defined contribution
- --------------
profit sharing plan to provide certain retirement benefits. The plan covers
substantially all employees of the Company, and contributions to the plan are
dependent upon the profitability of the Company.
8
<PAGE>
MANAGEMENT INCENTIVE COMPENSATION PROGRAM
For the fiscal years ended June 28, 1996 and June 30, 1995, certain key
executives participated in the Management Incentive Compensation Program. Under
the program, incentive compensation was payable if the Company's pretax return
on beginning equity equaled or exceeded 10%. The Management Incentive Fund was
credited with 10% of the amount by which pretax net income exceeded 10% of
beginning equity. The incentive compensation under the program could not exceed
100% of the aggregate base compensation of the participants. The Fund was
allocated based on the relative base salaries for the participants as well as
the participant's overall contribution to the Company's performance for the
fiscal year. The incentive compensation under the program is payable to each
recipient in four equal installments in August of each of the succeeding four
years after the end of the applicable fiscal year. Each participant must be a
full time employee of the Company or one of its subsidiaries on the immediately
preceding June 30 in order to qualify for an installment (subject to certain
exceptions relating to death and retirement).
CHIEF EXECUTIVE OFFICER'S COMPENSATION
In keeping with the general compensation philosophy outlined above, Mr.
Glatstein's base salary was established to place greater emphasis on incentive
compensation while remaining competitive with others in the Company's industry.
The Committee reviewed various indicators of the Company's performance,
compensation of the chief executives of other publicly traded regional brokerage
firms as well as subjective measures of Mr. Glatstein's individual performance
to determine the bonus portion of the annual compensation. In fiscal 1996 and
1997, his bonus was determined based on a percentage of the fees and commissions
he directed to the Company as well as overall contribution to the successful
management of the Company. Mr. Glatstein was subject to the same profit sharing
plan as the other executive officers and employees outlined above. The Committee
believes that the total compensation paid to Mr. Glatstein is commensurate with
the compensation paid to the chief executive officers of corporations within the
Company's peer group after adjustment to compensate for differences in the size
and business mix of the companies reviewed.
SUBMITTED BY THE COMPENSATION COMMITTEE
OF THE COMPANY'S BOARD OF DIRECTORS
Don A. Buchholz, Chairman
J. Jan Collmer
Frederick R. Meyer
Jon L. Mosle, Jr.
9
<PAGE>
PERFORMANCE GRAPH
The following graph compares the Company's cumulative total stockholder return
on its Common Stock for 60 months from June 30, 1992 through its latest fiscal
year-end in June 1997, with the cumulative total return of the Wilshire 5000
Index and the Nasdaq Financial Index over the same period. The graph depicts the
results of investing $100 in the Company's Common Stock, the Wilshire 5000 Index
and the Nasdaq Financial Index on June 30, 1992, including reinvestment of
dividends.
[FINANCIAL GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Cumulative Total Return
-----------------------
6/92 6/93 6/94 6/95 6/96 6/97
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Southwest Securities Group, Inc. 100 154 105 136 194 331
Wilshire 5000 100 116 118 147 185 240
Nasdaq Financial Index 100 131 148 170 221 323
</TABLE>
10
<PAGE>
INDEPENDENT AUDITORS
KPMG Peat Marwick LLP served as independent auditors of the Company and its
subsidiaries for fiscal year 1997 and has been selected by the Board to continue
in such capacity for fiscal year 1998. Representatives of KPMG Peat Marwick LLP
are expected to be present at the Annual Meeting. They will have the opportunity
to make a statement if they desire to do so and will be available to respond to
appropriate questions.
STOCKHOLDER PROPOSALS
Any stockholder who wishes to submit a proposal for inclusion in the proxy
materials to be distributed by the Company in connection with its Annual Meeting
of Stockholders to be held in 1998 must do so not later than May 28, 1998. To be
eligible for inclusion in the 1998 proxy materials of the Company, proposals
must conform to the requirements set forth in Regulation 14A under the Exchange
Act.
OTHER MATTERS
At the date of this Proxy Statement, the Company has no knowledge of any
business other than that described above that will be presented at the Annual
Meeting. If any other business should come before the Annual Meeting, it is
intended that the persons named in the enclosed proxy will have discretionary
authority to vote the shares that they represent.
UPON THE RECEIPT OF A WRITTEN REQUEST FROM ANY STOCKHOLDER, THE COMPANY WILL
MAIL, AT NO CHARGE TO THE STOCKHOLDER, A COPY OF THE COMPANY'S ANNUAL REPORT ON
FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES REQUIRED TO BE FILED
WITH THE SEC PURSUANT TO RULE 13A-1 UNDER THE EXCHANGE ACT, FOR THE COMPANY'S
MOST RECENT FISCAL YEAR. WRITTEN REQUESTS FOR THE COMPANY'S ANNUAL REPORT ON
FORM 10-K SHOULD BE DIRECTED TO:
JAMES R. BOWMAN, VICE PRESIDENT
SOUTHWEST SECURITIES GROUP, INC.
1201 ELM STREET, SUITE 3500
DALLAS, TEXAS 75270
You are urged to sign and return your proxy promptly in the enclosed envelope to
make certain your shares will be voted at the Annual Meeting.
By Order of the Board of Directors,
/s/ BARBARA A. HART
Barbara A. Hart
Secretary
September 25, 1997
11
<PAGE>
SOUTHWEST SECURITIES GROUP, INC. ANNUAL MEETING
NOVEMBER 5, 1997
The undersigned hereby (1) acknowledges receipt of the Notice of Annual
Meeting of Stockholders of Southwest Securities Group, Inc. (herein
sometimes called the "Company") to be held on Wednesday, November 5,
1997, at 11 a.m. Central Standard time; and (2) appoints Don A. Buchholz
P and Raymond E. Wooldridge, with full power of substitution or
revocation, his proxies to vote upon and act with respect to all shares
of Common Stock of the Company standing in the name of the undersigned
R or with respect to which the undersigned is entitled to vote and act, at
the Annual Meeting and at any adjournment thereof, and the undersigned
directs that this proxy be voted as shown on the reverse side of this
O card.
X This Proxy must be dated and signed
exactly as shown hereon.
Y DATED:_____________________________1997
_______________________________________
(Sign Here)
_______________________________________
(Print Name and Title, if applicable)
When signing as an attorney,
administrator, executor, guardian or
trustee, please add your title as such.
If executed by a corporation, this
Proxy should be signed by a duly
authorized officer.
<PAGE>
SOUTHWEST SECURITIES GROUP, INC. ANNUAL MEETING CONTINUED FROM OTHER SIDE
NOVEMBER 5, 1997
This Proxy when properly executed will be voted in the manner described herein
by the above signed stockholder.
1. The election of the following persons to serve on the Board of
Directors:
Don A. Buchholz [ ] FOR [ ] WITHHOLD AUTHORITY
Raymond E. Wooldridge [ ] FOR [ ] WITHHOLD AUTHORITY
David Glatstein [ ] FOR [ ] WITHHOLD AUTHORITY
P Allen B. Cobb [ ] FOR [ ] WITHHOLD AUTHORITY
J. Jan Collmer [ ] FOR [ ] WITHHOLD AUTHORITY
R. Jan LeCroy [ ] FOR [ ] WITHHOLD AUTHORITY
R Frederick R. Meyer [ ] FOR [ ] WITHHOLD AUTHORITY
Jon L. Mosle, Jr. [ ] FOR [ ] WITHHOLD AUTHORITY
O 2. In their discretion, on such other matters as may properly come before
the Annual Meeting or any adjournment thereof.
X -------------------------------------------------
| Please mark, sign, date and return this Proxy |
| card promptly in the enclosed envelope. |
Y -------------------------------------------------
THIS PROXY WILL BE VOTED AS SPECIFIED ABOVE. IF NO SPECIFICATION IS MADE,
THIS PROXY WILL BE VOTED FOR THE MATTERS SPECIFICALLY REFERRED TO ABOVE.
---
The above signed stockholder hereby revokes any proxy or proxies
heretofore given to vote or act with respect to such Common Stock and
hereby ratifies and confirms all that the proxies appointed herein, their
substitutes, or any of them, may lawfully do by virtue hereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
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[ ] I PLAN TO ATTEND THE ANNUAL [ ] I WILL STAY FOR THE LUNCHEON
MEETING. AFTERWARD.
