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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
Date of Report (Date of earliest event reported):
November 3, 1999
SOUTHWEST SECURITIES 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 jurisdicition (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 address of principal executive office)
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Item 5. OTHER EVENTS
At the Annual Meeting of Stockholders of Southwest Securities Group, Inc. ("SWS"
or the "Company") held on November 3, 1999, the stockholders of the Company
elected eight members to the Company's board of directors to serve for the
following year and adopted two proposals concerning the Company's stock.
Approved were a proposal to amend the Company's certificate of incorporation to
increase the number of authorized common shares from 20 million to 60 million
and a proposal to issue 2.6 million shares of SWS common stock in connection
with the proposed acquisition of ASBI Holdings, Inc. ("ASBI").
In August 1999, the Company entered into an agreement to acquire ASBI, a Texas
corporation and unitary savings and loan holding company. ASBI owns all of the
stock of Arlington Savings Bancshares, Inc., a Delaware corporation and unitary
savings and loan holding company, which, in turn, owns all of the stock of First
Savings Bank, a Federal Savings Bank, Arlington, Texas, a federal savings
association.
The Company's stockholders approved the proposal to issue 2.6 million shares of
SWS common stock in connection with the pending acquisition of ASBI, which upon
consummation of the acquisition will become a wholly owned subsidiary of SWS.
Upon consummation of the acquisition, the shares of ASBI stock outstanding
immediately prior to the acquisition will be converted into and exchanged for
shares of SWS common stock. As a result, ASBI shareholders will become
stockholders of the Company upon consummation of the acquisition. The issuance
of shares of SWS common stock to ASBI shareholders will be exempt from
registration with the Securities and Exchange Commission pursuant to Regulation
D of the Securities Act of 1933. Such shares will be subject to certain
transfer restrictions, and, pursuant to an agreement between the Company and all
shareholders of ASBI, the ASBI shareholders receiving such shares will be
entitled to certain piggyback registration rights with respect to such shares.
Consummation of the Company's acquisition of ASBI is subject to satisfaction of
a number of conditions, including receipt of regulatory approval from the Office
of Thrift Supervision, and is expected to be completed during the third quarter
of fiscal 2000.
Additional information regarding the proposals adopted at the Company's Annual
Meeting of Stockholders is set forth in the Company's Press Release, dated
November 3, 1999, and filed as an exhibit to this Current Report on Form 8-K.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. Exhibit 99. Southwest Securities Group, Inc. Press Release issued
November 3, 1999.
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.
SOUTHWEST SECURITIES GROUP, INC.
Date: November 9, 1999
By: /s/ David Glatstein
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David Glatstein
President and Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
99 Southwest Securities Group, Inc. Press Release
Issued November 3, 1999
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EXHIBIT 99
For Immediate Release
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SWS SHAREHOLDERS APPROVE
PROPOSALS AT ANNUAL MEETING
DALLAS, Nov. 3, 1999 - Shareholders of Southwest Securities Group, Inc.
(SWS-NYSE) approved two proposals concerning the company's stock and elected a
slate of directors at the company's annual meeting in Dallas today.
Approved were a proposal to issue 2.6 million shares of SWS common stock in
connection with the proposed acquisition of ASBI Holdings, Inc. and a proposal
to amend the company's certificate of incorporation to increase the number of
common shares authorized from 20 million to 60 million.
In August, SWS entered into an acquisition agreement to acquire ASBI, a
Texas corporation and unitary savings and loan holding company. ASBI owns all
of the stock of Arlington Savings Bancshares, Inc., a Delaware corporation,
which, in turn, owns all of the stock of First Savings Bank, a Federal Savings
Bank, in Arlington, Texas with approximately $234 million in deposits.
The 2.6 million shares of SWS common stock approved by the shareholders
will be used to acquire ASBI, which will become a wholly owned subsidiary of
SWS. The shares of ASBI common stock outstanding immediately prior to the
merger will be converted into and exchanged for the SWS shares. As a result,
ASBI stockholders will become stockholders of the Company. The shares issued to
ASBI stockholders will be exempted from registration with the SEC under
Regulation D of the Securities Act and subject to certain transfer restrictions.
(more)
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Company officials said that although shareholders approved increasing the
number of shares authorized, there are no immediate plans to use the shares.
The board felt it prudent to have the additional shares available in the event
they are needed to raise additional capital through the sale of securities, to
acquire another company or business assets, or permit a future stock dividend or
split.
Shareholders elected a board of eight directors. They are Don Buchholz,
chairman; David Glatstein, president and chief executive officer; Brodie L.
Cobb, founder and managing director of Presidio Strategies; J. Jan Collmer,
founder and president of Collmer Semiconductor, Inc.; Robert F. Gartland, former
managing director of the Global Investor Services Division of Chase Manhattan
Bank; R. Jan LeCroy, past president of the Dallas Citizens Council; Frederick R.
Meyer, chairman of the board, Aladdin Industries, LLC; and Jon L. Mosle, Jr.,
former director of Private Capital Management for Ameritrust Texas Corporation.
Southwest Securities Group, Inc. is a Dallas-based holding company that
offers 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. Wholly owned subsidiaries of the company
include Southwest Securities, Inc., Mydiscountbroker.com, SWS Financial
Services, Inc., Westwood Management Corporation, Westwood Trust, SW Capital
Corporation and SWS Technologies Corporation.
CONTACT: Jim Bowman, Vice President - Corporate Communications,
(214) 859-9335
[email protected] or [email protected]
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