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SCHEDULE 14A INFORMATION
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Matrix Bancorp, Inc.
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(Name of Registrant as Specified In Its Charter)
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Southwest Securities Group, Inc. and Matrix Bancorp, Inc. Announce Agreement
SWS Plans to Acquire Matrix in an Exchange of Stock
DALLAS, July 14, 2000 - Southwest Securities Group, Inc. (SWS-NYSE) and
Matrix Bancorp, Inc. (MTXC-Nasdaq) today announced that they have signed an
agreement in principle for SWS to acquire Matrix through an exchange of stock
to be accounted for as a pooling of interests. Matrix Bancorp, Inc., a
unitary thrift holding company based in Denver, Colo., provides a broad range
of financial services through several subsidiaries operating in the
Southwest.
The agreement calls for Southwest Securities Group, Inc. to exchange
0.4715 shares of SWS common stock for each share of Matrix Bancorp, Inc. common
stock. Management believes the acquisition, currently valued at approximately
$110 million, will be accretive to earnings. The transaction is subject to due
diligence, approval by the boards of directors and shareholders of both
companies as well as regulatory authorities.
"We are an earnings driven company," said David Glatstein, president and
chief executive officer of Southwest Securities Group, Inc. "This merger is a
super opportunity to add to and develop our earnings by capitalizing on
synergies within the merged group."
"We are excited at the prospect of joining forces with Southwest
Securities Group," said Guy A. Gibson, president and chief executive officer,
Matrix Bancorp, Inc. "We believe this combination will make a very strong
financial services company."
Mr. Glatstein said the merger would provide a broad range of opportunities
to develop new business. For example, he envisions "packaging Matrix's mortgage
loans into collateralized mortgage obligations for the benefit of our
customers." The merger also broadens Southwest's customer base since Matrix
Financial Services Corporation services mortgages for approximately 91,000
residential mortgage loans, and Sterling Trust Company administers approximately
36,500 accounts with assets over $2.5 billion. Mydiscountbroker.com and SWS'
account executives could provide additional services to these customers.
Matrix provides outsourced business services to charter schools through
its ABS School Management Services subsidiary, and Southwest Securities is
extensively involved in school finance through its Public Finance Department.
Working together, Mr. Glatstein believes the two groups could help each other
develop additional contacts, expertise and customers.
"SWS and Matrix offer each other some extraordinary opportunities by
virtue of the complementary nature of our services and customers," Mr. Glatstein
said.
Major Matrix Bancorp business units include:
MATRIX CAPITAL BANK, a billion dollar thrift serving local communities in
New Mexico, Arizona and Colorado with a broad range of personal and business
depository and loan services;
MATRIX FINANCIAL SERVICES CORPORATION, a Phoenix, Ariz. subsidiary
conducting residential mortgage servicing and wholesale origination
activities, including the origination of $443.4 million in residential
mortgage loans in 1999;
UNITED FINANCIAL, INC., a subsidiary providing national brokerage and
consulting services to financial services companies in the mortgage banking
industry;
UNITED SPECIAL SERVICES, INC., a subsidiary providing nationwide real
estate management and disposition services on foreclosed properties owned by
financial services companies and financial institutions;
STERLING TRUST COMPANY specializing in the administration of self-directed
individual retirement accounts, qualified business retirement plans and
custodial and directed trust accounts;
MATRIX SETTLEMENT AND CLEARANCE SERVICES, L.L.C., a 50 percent owned joint
venture providing automated clearance of mutual funds for banks, trust
companies, third party administrators and registered investment advisors.
ABS SCHOOL MANAGEMENT SERVICES, L.L.C. providing outsourced business
services to alternative public schools called charter schools.
Matrix Bancorp, Inc. (www.matrixbancorp.com) is a unitary thrift
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holding company headquartered in Denver, Colo. The company's stock is traded
on the Nasdaq National Market under the symbol MTXC.
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 SWS include:
SOUTHWEST SECURITIES, INC. (www.southwestsecurities.com) - investment
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banking, full-service brokerage and securities clearing services;
MYDISCOUNTBROKER.COM (www.mydiscountbroker.com) - discount brokerage
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and online investing services via the Internet;
SWS FINANCIAL SERVICES, INC. (www.swsfinancial.com) - general
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securities brokerage conducted through independent contractors;
WESTWOOD MANAGEMENT CORPORATION (www.westwoodgroup.com) - investment
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advisory and management services;
WESTWOOD TRUST (www.westwoodgroup.com) - investment management, trust
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and custody services;
FIRST SAVINGS BANK (www.firstsb.com) and its online division,
MYBANKUSA.COM (www.mybankusa.com) - a thrift institution offering full-service,
traditional banking as well as online banking via the Internet;
SW CAPITAL CORPORATION (www.logic.org) - administers LOGIC, a triple
A-rated liquid asset portfolio for units of local government in Texas;
SWS TECHNOLOGIES CORPORATION (www.swstechnologies.com) - professional
technology services and solutions for businesses.
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.
# # # # #
Contacts:
Jim Bowman Guy A. Gibson
Vice President - Corporate Communications President/CEO
Southwest Securities Group, Inc. Matrix Bancorp, Inc.
(214) 859-9335 (303) 595-9898
[email protected] [email protected]
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*******
The Press Release set forth above may be deemed to be an offering and
solicitation material with respect to the proposed transaction between Southwest
Securities Group, Inc. and Matrix Bancorp, Inc. This Press Release does not
constitute an offer of any securities for sale or a solicitation of any proxy.
This filing is being made in connection with Regulation of Takeovers and
Security Holder Communications (Release Nos. 33-7760 and 34-42055) adopted by
the Securities and Exchange Commission (SEC).
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS REGARDING THE BUSINESS COMBINATION TRANSACTION REFERENCED
IN THE FOREGOING INFORMATION, WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. The joint proxy statement/prospectus will be filed with
the SEC by Matrix Bancorp, Inc. and Southwest Securities Group, Inc. Investors
and security holders may obtain a free copy of such filing (when it becomes
available) and other documents filed by Matrix Bancorp, Inc. and Southwest
Securities Group, Inc. with the SEC at the SEC's website at www.sec.gov or from
the companies.
Matrix Bancorp, Inc. and certain of its directors and executive officers
may be deemed to be participants in the solicitation of proxies from Matrix
Bancorp, Inc.'s stockholders with respect to the transaction described in the
press release. Information about the directors and executive officers of the
Company has been filed with the SEC. These documents are available free of
charge at the SEC's website at www.sec.gov and from the Company at the following
address:
Matrix Bancorp, Inc.
Attn: Investor Relations
Lawrence Street Center
1380 Lawrence Street - Suite 1400
Denver, CO 80204
