UNITED STATES
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 July 13, 2000
reported)
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MATRIX BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Colorado 0-21231 84-1233716
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1380 Lawrence Street, Suite 1410, Denver, Colorado 80204
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including (303) 595-9898
area code
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Not applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On July 25, 2000, Matrix Bancorp, Inc. ("Matrix") entered into a Stock
Option Agreement with Southwest Securities Group, Inc. ("SWS"), a copy of which
is attached as an exhibit to this Current Report on Form 8-K and is incorporated
herein by reference. The Stock Option Agreement grants to SWS an option to
purchase, following the occurrence of certain events relating to an acquisition
of Matrix by any party other than SWS, up to 19.9 percent of the outstanding
shares of capital stock of Matrix, at a price of $16.23 per share.
The Stock Option Agreement was executed pursuant to the terms of an
agreement in principle signed by Matrix and SWS on July 13, 2000, a copy of
which is attached as an exhibit to this Current Report on Form 8-K and is
incorporated herein by reference. The agreement in principle calls for the
acquisition of Matrix by SWS through a tax-free exchange of stock to be
accounted for as a pooling of interests, with 0.4715 shares of SWS common stock
being exchanged for each outstanding share of Matrix common stock. Completion of
the acquisition provided for in the agreement in principle is subject to the
execution of a definitive agreement, approval by the shareholders of Matrix and
SWS, the receipt of regulatory approvals, the receipt of fairness opinions and
the satisfaction of other conditions stated therein.
A copy of the joint press release issued by Matrix and SWS announcing the
agreement in principle was filed by Matrix with the Securities and Exchange
Commission on July 14, 2000 on Schedule 14A as Soliciting Material under ss.
240.14a-12.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS. The following exhibits are filed herewith:
2.1 Agreement in Principle, dated July 13, 2000, between Southwest
Securities Group, Inc. and Matrix Bancorp, Inc.
2.2 Stock Option Agreement, dated July 25, 2000, between Southwest
Securities Group, Inc. and Matrix Bancorp, Inc.
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SIGNATURE
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.
Date: July 26, 2000
MATRIX BANCORP, INC.
By: /s/ David W. Kloos
David W. Kloos
Chief Financial Officer
