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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):
April 28, 2000
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 2. ACQUISITION OR DISPOSITION OF ASSETS
On April 28, 2000, Southwest Securities Group, Inc. ("Southwest" or the
"Company") closed on its acquisition of ASBI Holdings, Inc. ("ASBI"). At
closing, the Company exchanged 2.6 million newly issued shares of its common
stock for all the outstanding shares of ASBI. The transaction will be accounted
for under the pooling-of-interests method of accounting. ASBI is the ultimate
parent of First Savings Bank, FSB, Arlington, Texas.
Southwest's shareholders approved the transaction at the Company's Annual
Meeting on November 3, 1999, and the Office of Thrift Supervision gave final
approval for the transaction on January 19, 2000.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired. Financial information relating
to the acquisition required by this item will be filed as soon as practicable
but in no event later than sixty (60) days after the filing of this report.
(b) Pro forma financial information. Financial information relating to the
acquisition required by this item will be filed as soon as practicable but in no
event later than sixty (60) days after the filing of this report.
(c) Exhibits. Exhibit 99. Southwest Securities Group, Inc. Press Release
issued April 28, 2000.
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: May 12, 2000
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 April 28, 2000
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EXHIBIT 99
For Immediate Release
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SWS To Close Acquisition of First Savings Bank, Arlington, Today
DALLAS, April 28, 2000 - Southwest Securities Group, Inc. (NYSE: SWS -
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news) announced that it is closing today on the acquisition of First Savings
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Bank, Arlington, Texas.
At today's closing SWS will exchange 2.6 million shares of its common stock
for all the outstanding shares of ASBI Holdings, Inc. ASBI is the ultimate
parent of First Savings Bank, a federal savings bank with total assets of more
than a quarter billion dollars. The bank's financial results will become part
of SWS' consolidated financial statements effective with today's closing of the
acquisition.
In addition to being a full-service lender to both businesses and
consumers, First Savings Bank has an active online banking division -
MyBankUSA.com. SWS plans to co-market the online bank with
Mydiscountbroker.com, its online brokerage subsidiary, to provide a full
complement of online investing and banking services.
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.
This news release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Investors are cautioned that
any forward-looking statements, including those regarding intent, belief or
current expectations of the company or its management, are not guarantees of
future performance and involve risks and uncertainties. Actual results may
differ materially from those in the forward-looking statements as a result of
various factors. Such factors include, but are not limited to, general economic
conditions and competitive pressures in the markets in which the company
operates, regulatory changes, one-time events and other risks detailed from time
to time in the company's Securities and Exchange Commission filings. Products
offered through MyBankUSA.com are FDIC insured. MyBankUSA.com is the online
banking division of First Savings Bank, Arlington, Texas. Southwest Securities
Group, Inc. (NYSE-SWS), the parent company of Mydiscountbroker.com, is also the
parent company of First Savings Bank. Those products and services offered by
Mydiscountbroker.com are not FDIC insured, carry no bank guarantee, and may lose
value. Mydiscountbroker.com is a member of the NASD and SIPC.
CONTACT: Jim Bowman, Vice President - Corporate Communications,
(214) 859-9335 [email protected]
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