SWS / Sws Group Inc - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Sws Group Inc
US
HINDI NA ACTIVE ANG SIMBONG ITO

Mga Batayang Estadistika
CIK 878520
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Sws Group Inc
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
February 17, 2015 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 d871527dex991.htm EX-99.1 EXHIBIT 99-1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.10 per share, of SWS Group, Inc., and further agree

February 17, 2015 SC 13G/A

SWS / Sws Group Inc / HIGHLAND CAPITAL MANAGEMENT LP - SC 13G/A Passive Investment

SC 13G/A 1 d871527dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) SWS Group, Inc. (Name of Issuer) Common Stock, par value $0.10 per share (Ti

January 15, 2015 15-12G

SWS / Sws Group Inc 15-12G - - 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-19483 Hilltop Securities Holdings LLC (Exact name of registrant as speci

January 5, 2015 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on January 16, 2015, pursuant to the provisions of Rule 12d2-2 (a).

January 2, 2015 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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 reported) January 1, 2015 Hilltop Securities Holdings LLC (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Co

January 2, 2015 S-8 POS

SWS / Sws Group Inc S-8 POS - - POST-EFFECTIVE AMENDMENT TO A S-8 REGISTRATION STATEMENT

S-8 POS 1 a14-269213s8pos.htm POST-EFFECTIVE AMENDMENT TO A S-8 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on January 2, 2015 Registration No. 333-34338 Registration No. 333-111603 Registration No. 333-121752 Registration No. 333-153456 Registration No. 333-185088 Registration No. 333-187066 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PO

January 2, 2015 S-8 POS

SWS / Sws Group Inc S-8 POS - - POST-EFFECTIVE AMENDMENT TO A S-8 REGISTRATION STATEMENT

S-8 POS 1 a14-269212s8pos.htm POST-EFFECTIVE AMENDMENT TO A S-8 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on January 2, 2015 Registration No. 333-34338 Registration No. 333-111603 Registration No. 333-121752 Registration No. 333-153456 Registration No. 333-185088 Registration No. 333-187066 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PO

January 2, 2015 POS AM

SWS / Sws Group Inc POS AM - - POST-EFFECTIVE AMENDMENT NOT AUTOMATICALLY EFFECTIVE UPON FILING

As filed with the Securities and Exchange Commission on January 2, 2015 Registration No.

January 2, 2015 POS AM

SWS / Sws Group Inc POS AM - - POST-EFFECTIVE AMENDMENT NOT AUTOMATICALLY EFFECTIVE UPON FILING

As filed with the Securities and Exchange Commission on January 2, 2015 Registration No.

January 2, 2015 S-8 POS

SWS / Sws Group Inc S-8 POS - - POST-EFFECTIVE AMENDMENT TO A S-8 REGISTRATION STATEMENT

S-8 POS 1 a14-269215s8pos.htm POST-EFFECTIVE AMENDMENT TO A S-8 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on January 2, 2015 Registration No. 333-34338 Registration No. 333-111603 Registration No. 333-121752 Registration No. 333-153456 Registration No. 333-185088 Registration No. 333-187066 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PO

January 2, 2015 SC 13D/A

SWS / Sws Group Inc / OHCP MGP III, LTD. - SC 13D/A Activist Investment

SC 13D/A 1 v397810sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* SWS Group, Inc. (Name of Issuer) Common Stock, $0.10 par value[*] (Title of Class of Securities) 78503N107 (CUSIP Number) Oak Hill Capital Management, LLC 65 East 55th Street, 32nd Floor, New York, NY 10022 Attention

January 2, 2015 SC 13D/A

SWS / Sws Group Inc / Hilltop Holdings Inc. - AMENDMENT Activist Investment

SC 13D/A 1 a14-269181sc13da.htm AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) Hilltop Securities Holdings LLC (successor to SWS Group, Inc.) (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 78503N107 (CUSIP Number) Corey Prestidge Hilltop Holdings Inc.

January 2, 2015 S-8 POS

SWS / Sws Group Inc S-8 POS - - POST-EFFECTIVE AMENDMENT TO A S-8 REGISTRATION STATEMENT

S-8 POS 1 a14-269216s8pos.htm POST-EFFECTIVE AMENDMENT TO A S-8 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on January 2, 2015 Registration No. 333-34338 Registration No. 333-111603 Registration No. 333-121752 Registration No. 333-153456 Registration No. 333-185088 Registration No. 333-187066 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PO

January 2, 2015 S-8 POS

SWS / Sws Group Inc S-8 POS - - POST-EFFECTIVE AMENDMENT TO A S-8 REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on January 2, 2015 Registration No.

January 2, 2015 RW

SWS / Sws Group Inc RW - - REGISTRATION WITHDRAWAL REQUEST

Hilltop Securities Holdings LLC 1201 Elm Street, Suite 3500 Dallas, Texas 75270 January 2, 2015 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street N.

January 2, 2015 POS AM

SWS / Sws Group Inc POS AM - - POST-EFFECTIVE AMENDMENT NOT AUTOMATICALLY EFFECTIVE UPON FILING

As filed with the Securities and Exchange Commission on January 2, 2015 Registration No.

January 2, 2015 S-8 POS

SWS / Sws Group Inc S-8 POS - - POST-EFFECTIVE AMENDMENT TO A S-8 REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on January 2, 2015 Registration No.

December 16, 2014 EX-99.1

Hilltop Holdings and SWS Group Announce Expected Closing Date for Pending Merger

EX-99.1 2 d839017dex991.htm EX-99.1 Exhibit 99.1 Hilltop Holdings and SWS Group Announce Expected Closing Date for Pending Merger DALLAS, December 16, 2014 – SWS Group, Inc. (NYSE: SWS) (“SWS”) and Hilltop Holdings Inc. (NYSE: HTH) (“Hilltop”) today jointly announced the receipt of all regulatory approvals required to proceed with the merger of SWS with and into a subsidiary of Hilltop. The compan

December 16, 2014 8-K

Financial Statements and Exhibits, Other Events

8-K 1 d839017d8k.htm 8-K 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 reported) December 16, 2014 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorpo

November 21, 2014 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

8-K 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 reported) November 21, 2014 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commission F

November 21, 2014 EX-99.1

SWS Stockholders Approve Merger with Hilltop Holdings Inc.

EX-99.1 Exhibit 99.1 SWS Stockholders Approve Merger with Hilltop Holdings Inc. DALLAS, November 21, 2014 – SWS Group, Inc. (NYSE: SWS) (“SWS” or the “Company”) announced that, at the Company’s special meeting of stockholders held today, a majority of the outstanding shares of SWS common stock voted to approve the adoption of the merger agreement with Hilltop Holdings Inc. (“Hilltop”). The transac

November 14, 2014 8-K

Other Events

8-K 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 reported): November 13, 2014 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commission F

November 14, 2014 425

SWS / Sws Group Inc 425 - Merger Prospectus - 8-K

425 1 d821794d8k.htm 8-K 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 reported): November 13, 2014 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorpo

November 14, 2014 EX-10.1

TRANSITION AGREEMENT AND RELEASE

EX-10.1 Exhibit 10.1 TRANSITION AGREEMENT AND RELEASE This Transition Agreement and Release (“Agreement”) is entered into by Richard H. Litton (“Executive”) and SWS Group, Inc., (the “Company”) on November 14, 2014. The Company and Executive are referred to as the “Parties.” WHEREAS, Richard H. Litton, Executive Vice President of the Company, has submitted his resignation, effective three months a

November 14, 2014 425

SWS / Sws Group Inc 425 - Merger Prospectus - 8-K

425 1 d821757d8k.htm 8-K 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 reported) November 10, 2014 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorpo

November 14, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

8-K 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 reported) November 10, 2014 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commission F

November 14, 2014 EX-10.1

TRANSITION AGREEMENT AND RELEASE

EX-10.1 Exhibit 10.1 TRANSITION AGREEMENT AND RELEASE This Transition Agreement and Release (“Agreement”) is entered into by Richard H. Litton (“Executive”) and SWS Group, Inc., (the “Company”) on November 14, 2014. The Company and Executive are referred to as the “Parties.” WHEREAS, Richard H. Litton, Executive Vice President of the Company, has submitted his resignation, effective three months a

November 5, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 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 reported): November 5, 2014 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commission Fi

November 5, 2014 425

HTH / Hilltop Holdings, Inc. 425 - Merger Prospectus - PROSPECTUSES AND COMMUNICATIONS RE: BUSINESS COMBINATION TRANSACTIONS

FILED BY HILLTOP HOLDINGS INC. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 SUBJECT COMPANY: SWS GROUP, INC. REGISTRATION STATEMENT NO. 333-196367 [Excerpts of transcript of Q3 2014 Hilltop Holdings Inc. Earnings Conference Call, November 4, 2014 / 5:30 PM Eastern Time] - Jeremy B. Ford / Hilltop Holdings Inc.: On October 2, 2014, we exercised 100% of our warrant and now own 21% of SWS ou

November 5, 2014 EX-99.1

SWS Group, Inc. Reports Financial Results for First Quarter of Fiscal 2015

EX-99.1 Exhibit 99.1 SWS Group, Inc. Reports Financial Results for First Quarter of Fiscal 2015 DALLAS, November 5, 2014 – SWS Group, Inc. (NYSE: SWS) (“SWS” or the “Company”) today reported a net loss of $307,000, or $0.01 per diluted share, for its first quarter of fiscal 2015 on net revenues of $61.5 million, as compared to net income of $323,000, or $0.01 per diluted share, on net revenues of

November 5, 2014 10-Q

Quarterly Report - 10-Q

20140930 Q1 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

November 4, 2014 425

HTH / Hilltop Holdings, Inc. 425 - Merger Prospectus - PROSPECTUSES AND COMMUNICATIONS RE: BUSINESS COMBINATION TRANSACTIONS

FILED BY HILLTOP HOLDINGS INC. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 SUBJECT COMPANY: SWS GROUP, INC. REGISTRATION STATEMENT NO. 333-196367 The information below is excerpted from the press release of Hilltop Holdings Inc. dated November 4, 2014 announcing its Third Quarter 2014 financial results. - “This quarter marked the one year anniversary of the FNB Transaction, an important

October 31, 2014 425

SWS / Sws Group Inc 425 - Merger Prospectus - 425

425 Merger with Hilltop Holdings Inc. October 2014 1 Filed by SWS Group, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934 Subject Company: Hilltop Holdings, Inc. (Commission File No. for Registration Statement on Form S-4: 333-196367) The following updated presentation is being used by management of SWS Group,

October 31, 2014 425

HTH / Hilltop Holdings, Inc. 425 - Merger Prospectus - PROSPECTUSES AND COMMUNICATIONS RE: BUSINESS COMBINATION TRANSACTIONS

425 1 a14-234791425.htm PROSPECTUSES AND COMMUNICATIONS RE: BUSINESS COMBINATION TRANSACTIONS FILED BY HILLTOP HOLDINGS INC. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 SUBJECT COMPANY: SWS GROUP, INC. REGISTRATION STATEMENT NO. 333-196367 The following updated presentation is being used by management of SWS Group, Inc. in investor meetings commencing on the date of this filing; members

October 30, 2014 EX-99.1

SWS Group, Inc. Announces First Quarter Fiscal 2015 Earnings Date

EX-99.1 Exhibit 99.1 SWS Group, Inc. Announces First Quarter Fiscal 2015 Earnings Date DALLAS, October 30, 2014—SWS Group, Inc. (NYSE: SWS) (“SWS Group” or the “Company”) announced today that it will release financial results for its first quarter of fiscal year 2015 at 8:00 a.m. Eastern (7:00 a.m. Central) on Wednesday, November 5, 2014. Given the timing relative to the date of the special meetin

October 30, 2014 8-K

Financial Statements and Exhibits, Other Events

8-K 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 reported) October 29, 2014 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commission Fi

October 29, 2014 425

SWS / Sws Group Inc 425 - Merger Prospectus - 425

425 1 d813112d425.htm 425 Merger with Hilltop Holdings Inc. October 2014 1 Filed by SWS Group, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934 Subject Company: Hilltop Holdings, Inc. (Commission File No. for Registration Statement on Form S-4: 333-196367) The following presentation is being made available to

October 29, 2014 425

HTH / Hilltop Holdings, Inc. 425 - Merger Prospectus - PROSPECTUSES AND COMMUNICATIONS RE: BUSINESS COMBINATION TRANSACTIONS

FILED BY HILLTOP HOLDINGS INC. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 SUBJECT COMPANY: SWS GROUP, INC. REGISTRATION STATEMENT NO. 333-196367 The following presentation is being used by management of SWS Group, Inc. in investor meetings commencing on the date of this filing; members of management of Hilltop Holdings Inc. may participate in some or all of these meetings. Merger with H

October 21, 2014 SC 13D/A

SWS / Sws Group Inc / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) SWS Group Inc. (Name of Issuer) Common Stock, $0.10 par value (Title of Class of Securities) 78503N107 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authoriz

October 15, 2014 8-K

Financial Statements and Exhibits, Other Events

8-K 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 reported) October 15, 2014 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commission Fi

October 15, 2014 425

SWS / Sws Group Inc 425 - Merger Prospectus - 8-K

8-K 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 reported) October 15, 2014 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commission Fi

October 15, 2014 425

SWS / Sws Group Inc 425 - Merger Prospectus - 425

425 Filed by SWS Group, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934 Subject Company: Hilltop Holdings Inc. (Commission File No. for Registration Statement on Form S-4: 333-196367) The following electronic communication was sent to all employees of SWS Group, Inc. and its subsidiaries on October 15, 2014:

October 15, 2014 425

HTH / Hilltop Holdings, Inc. 425 - Merger Prospectus - PROSPECTUSES AND COMMUNICATIONS RE: BUSINESS COMBINATION TRANSACTIONS

FILED BY HILLTOP HOLDINGS INC. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 SUBJECT COMPANY: SWS GROUP, INC. REGISTRATION STATEMENT NO. 333-196367 The following communication was distributed by email on October 15, 2014 to employees of First Southwest Company, an indirect wholly owned subsidiary of Hilltop Holdings Inc. To: All Employees From: Hill Feinberg Date: October 15th, 2014 RE: SW

October 15, 2014 EX-99.1

SWS Group, Inc. Sends Letter to Stockholders Files Definitive Proxy Materials Urging Stockholders to Vote FOR the Adoption of the Merger Agreement with Hilltop Holdings Inc. SWS Board Believes Hilltop Merger Delivers Compelling and Immediate Cash Val

Exhibit 99.1 SWS Group, Inc. Sends Letter to Stockholders Files Definitive Proxy Materials Urging Stockholders to Vote FOR the Adoption of the Merger Agreement with Hilltop Holdings Inc. SWS Board Believes Hilltop Merger Delivers Compelling and Immediate Cash Value; Allows Stockholders to Participate in Significant Upside Potential of Larger, More Diversified Organization DALLAS, October 15, 2014

October 15, 2014 EX-99.1

SWS Group, Inc. Sends Letter to Stockholders Files Definitive Proxy Materials Urging Stockholders to Vote FOR the Adoption of the Merger Agreement with Hilltop Holdings Inc. SWS Board Believes Hilltop Merger Delivers Compelling and Immediate Cash Val

EX-99.1 Exhibit 99.1 SWS Group, Inc. Sends Letter to Stockholders Files Definitive Proxy Materials Urging Stockholders to Vote FOR the Adoption of the Merger Agreement with Hilltop Holdings Inc. SWS Board Believes Hilltop Merger Delivers Compelling and Immediate Cash Value; Allows Stockholders to Participate in Significant Upside Potential of Larger, More Diversified Organization DALLAS, October 1

October 14, 2014 DEFM14A

SWS / Sws Group Inc DEFM14A - - DEFM14A

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

October 6, 2014 425

SWS / Sws Group Inc 425 - Merger Prospectus - FORM 8-K

Form 8-K 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 reported) October 6, 2014 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commissio

October 6, 2014 SC 13D/A

SWS / Sws Group Inc / Lone Star Value Management LLC - AMENDMENT NO. 4 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 4)1 SWS Group, Inc. (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 78503N107 (CUSIP Number) JEFFREY E. EBERWEIN LO

October 6, 2014 8-K

Other Events

8-K 1 d802653d8k.htm FORM 8-K 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 reported) October 6, 2014 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of inco

October 3, 2014 SC 13D/A

SWS / Sws Group Inc / Hilltop Holdings Inc. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) SWS Group, Inc. (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 78503N107 (CUSIP Number) Corey Prestidge Hilltop Holdings Inc. 200 Crescent Court, Suite 1330 Dallas, Texas 75201 (214) 855-2177 (Name, Address and Tel

October 2, 2014 8-K

Other Events

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 reported) October 2, 2014 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commission File Nu

October 2, 2014 425

SWS / Sws Group Inc 425 - Merger Prospectus - FORM 8-K

Form 8-K 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 reported) October 2, 2014 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commissio

October 1, 2014 425

SWS / Sws Group Inc 425 - Merger Prospectus - 425

425 Filed by SWS Group, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Hilltop Holdings Inc. (Commission File No. for Registration Statement on Form S-4: 333-196367) The following electronic communication was sent to all employees of SWS Group, Inc. and its subsidiaries on October 1, 2014: SWS

October 1, 2014 425

HTH / Hilltop Holdings, Inc. 425 - Merger Prospectus - PROSPECTUSES AND COMMUNICATIONS RE: BUSINESS COMBINATION TRANSACTIONS

FILED BY HILLTOP HOLDINGS INC. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 SUBJECT COMPANY: SWS GROUP, INC. REGISTRATION STATEMENT NO. 333-196367 The following communication was distributed on October 1, 2014 to employees of First Southwest Company, an indirect wholly owned subsidiary of Hilltop Holdings Inc. To: All Employees From: Hill Feinberg Date: October 1st, 2014 RE: SWS-Hilltop T

September 29, 2014 SC 13D/A

SWS / Sws Group Inc / OHCP MGP III, LTD. - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* SWS Group, Inc. (Name of Issuer) Common Stock, $0.10 par value* (Title of Class of Securities) 78503N107 (CUSIP Number) Oak Hill Capital Management, LLC 65 East 55th Street, 32nd Floor, New York, NY 10022 Attention: John Monsky With a copy to: Lee A. Mey

September 26, 2014 10-K/A

Annual Report - 10-K/A

97d15c01fdaf41a Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

September 5, 2014 425

SWS / Sws Group Inc 425 - Merger Prospectus - 425

Filed by SWS Group, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Hilltop Holdings Inc. (Commission File No. for Registration Statement on Form S-4: 333-196367) The following is a script to be used in responding to questions concerning the new record date for the special meeting of stockholde

September 5, 2014 EX-10.18

SWS GROUP, INC. 2012 RESTRICTED STOCK PLAN RESTRICTED STOCK AGREEMENT FOR EMPLOYEES (AUGUST 2014)

Exhibit 10.18 SWS GROUP, INC. 2012 RESTRICTED STOCK PLAN –AWARD AGREEMENT FOR EMPLOYEES (AUGUST 2014) #86240894v6 SWS GROUP, INC. 2012 RESTRICTED STOCK PLAN RESTRICTED STOCK AGREEMENT FOR EMPLOYEES (AUGUST 2014) Grantee: Address: Number of Awarded Shares: Date of Grant: August 20, 2014 Vesting of Awarded Shares: Date No. Shares Vested % August 20, 2015 33⅓% August 20, 2016 33⅓% August 20, 2017 33⅓

September 5, 2014 8-K

Financial Statements and Exhibits, Other Events

8-K 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 reported): September 5, 2014 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commission

September 5, 2014 425

SWS / Sws Group Inc 425 - Merger Prospectus - 8-K

8-K 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 reported): September 5, 2014 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commission

September 5, 2014 425

SWS / Sws Group Inc 425 - Merger Prospectus - 425

Filed by SWS Group, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Hilltop Holdings Inc. (Commission File No. for Registration Statement on Form S-4: 333-196367) The following electronic communication was sent to all employees of SWS Group, Inc. and its subsidiaries on September 5, 2014: SWS-H

September 5, 2014 EX-99.1

SWS Group, Inc. Sets New Record Date for Special Meeting of Stockholders to Approve Merger with Hilltop Holdings Company Continues to Expect Transaction to Close before Year-end

EX-99.1 Exhibit 99.1 SWS Group, Inc. Sets New Record Date for Special Meeting of Stockholders to Approve Merger with Hilltop Holdings Company Continues to Expect Transaction to Close before Year-end DALLAS, September 5, 2014 – SWS Group, Inc. (NYSE: SWS) (“SWS” or the “Company”) today announced that it has set a new record date of October 3, 2014 for the special meeting of stockholders to consider

September 5, 2014 EX-99.1

SWS Group, Inc. Sets New Record Date for Special Meeting of Stockholders to Approve Merger with Hilltop Holdings Company Continues to Expect Transaction to Close before Year-end

EX-99.1 2 d784837dex991.htm EX-99.1 Exhibit 99.1 SWS Group, Inc. Sets New Record Date for Special Meeting of Stockholders to Approve Merger with Hilltop Holdings Company Continues to Expect Transaction to Close before Year-end DALLAS, September 5, 2014 – SWS Group, Inc. (NYSE: SWS) (“SWS” or the “Company”) today announced that it has set a new record date of October 3, 2014 for the special meeting

September 5, 2014 10-K

Annual Report - 10-K

10-K 1 sws-20140630x10k.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) [ X ]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2014 OR [ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from

September 5, 2014 EX-10.17

SWS GROUP, INC. 2012 RESTRICTED STOCK PLAN

Exhibit 10.17 SWS GROUP, INC. 2012 RESTRICTED STOCK PLAN The SWS Group, Inc. 2012 Restricted Stock Plan (the “Plan”) was adopted by the Board of Directors of SWS Group, Inc., a Delaware corporation (the “Company”), effective as of August 29, 2012, and amended August 20, 2014. Article 1 PURPOSE The purpose of the Plan is to attract and retain the services of key Employees, key Contractors, and Outs

September 5, 2014 425

HTH / Hilltop Holdings, Inc. 425 - Merger Prospectus - PROSPECTUSES AND COMMUNICATIONS RE: BUSINESS COMBINATION TRANSACTIONS

FILED BY HILLTOP HOLDINGS INC. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 SUBJECT COMPANY: SWS GROUP, INC. REGISTRATION STATEMENT NO. 333-196367 The following communication was distributed on September 5, 2014 to employees of First Southwest Company, an indirect wholly owned subsidiary of Hilltop Holdings Inc. To: All Employees From: Hill Feinberg Date: September 5th, 2014 RE: SWS-Hillt

September 5, 2014 EX-21.1

EX-21.1

EX-21.1 4 sws-20140630ex2110001d7.htm EX-21.1 Exhibit 21.1 - Subsidiaries SWS Group, Inc. State or Other Jurisdiction of Incorporation or Organization Southwest Securities, Inc. Delaware SWS Financial Services, Inc. Texas Southwest Capital Corporation Delaware Southwest Investment Advisors, Inc. Delaware Southwest Insurance Agency, Inc. Texas Southwest Financial Insurance Agency, Inc. Oklahoma SWS

September 3, 2014 425

SWS / Sws Group Inc 425 - Merger Prospectus - 425

425 Filed by SWS Group, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Hilltop Holdings, Inc. (Commission File No. for Registration Statement on Form S-4: 333-196367) The following transcript transcribes SWS Group, Inc.’s Fourth Quarter Fiscal 2014 Earnings Call held on September 3, 2014. Corp

September 3, 2014 425

SWS / Sws Group Inc 425 - Merger Prospectus - 425

425 Fourth Quarter Fiscal 2014 SWS Group Conference Call September 3, 2014 1 Filed by SWS Group, Inc.

September 2, 2014 8-K

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 reported): September 2, 2014 SWS GROUP, INC.

8-K 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 reported): September 2, 2014 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commission F

September 2, 2014 EX-99.1

SWS Group, Inc. Reports Fourth Quarter and Fiscal 2014 Financial Results Remains on Track to Complete Merger with Hilltop Holdings in Fourth Quarter of Calendar Year 2014

Exhibit 99.1 SWS Group, Inc. Reports Fourth Quarter and Fiscal 2014 Financial Results Remains on Track to Complete Merger with Hilltop Holdings in Fourth Quarter of Calendar Year 2014 DALLAS, September 2, 2014 ? SWS Group, Inc. (NYSE: SWS) (?SWS? or the ?Company?) today reported a net loss of $304,000 for its fourth quarter of fiscal 2014, or $0.01 per diluted share, on net revenues of $63.2 milli

September 2, 2014 SC 13D/A

SWS / Sws Group Inc / Lone Star Value Management LLC - AMENDMENT NO. 3 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 3)1 SWS Group, Inc. (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 78503N107 (CUSIP Number) JEFFREY E. EBERWEIN LO

August 26, 2014 SC 13D/A

SWS / Sws Group Inc / Lone Star Value Management LLC - AMENDMENT NO. 2 TO THE SCHEDULE 13D Activist Investment

SC 13D/A 1 sc13da20948200408222014.htm AMENDMENT NO. 2 TO THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 2)1 SWS Group, Inc. (Name of Issuer) Common Stock, par value $0.10 per share (Ti

August 21, 2014 SC 13D/A

SWS / Sws Group Inc / Lone Star Value Management LLC - AMENDMENT NO. 1 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)1 SWS Group, Inc. (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 78503N107 (CUSIP Number) JEFFREY E. EBERWEIN LO

August 19, 2014 425

SWS / Sws Group Inc 425 - Merger Prospectus - 425

425 Filed by SWS Group, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Hilltop Holding, Inc. (Commission File No. for Registration Statement on Form S-4: 333-196367) The following is a script to be used in responding to questions concerning the nomination of directors by Lone Star Value Manage

August 18, 2014 EX-99.3

POWER OF ATTORNEY

Exhibit 99.3 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Jeffrey E. Eberwein the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of SWS Group, Inc., a Delaware corporation (the “Company”) directly

August 18, 2014 EX-99.1

JOINT FILING AND SOLICITATION AGREEMENT

Exhibit 99.1 JOINT FILING AND SOLICITATION AGREEMENT WHEREAS, certain of the undersigned are stockholders, direct or beneficial, SWS Group, Inc., a Delaware corporation (the “Company”); WHEREAS, Lone Star Value Investors, LP, a Delaware limited partnership, Lone Star Value Co-Invest II, LP, a Delaware limited partnership, Lone Star Value Investors GP, LLC, a Delaware limited liability company, Lon

August 18, 2014 SC 13D

SWS / Sws Group Inc / Lone Star Value Management LLC - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 SWS Group, Inc. (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 78503N107 (CUSIP Number) JEFFREY E. EBERWEIN LON

August 18, 2014 EX-99.2

LONE STAR VALUE INVESTORS, LP c/o Lone Star Value Management, LLC 53 Forest Avenue, 1st Floor Old Greenwich, Connecticut 06870

EX-99.2 3 ex992to13d0948200408152014.htm FORM OF INDEMNIFICATION AGREEMENT Exhibit 99.2 LONE STAR VALUE INVESTORS, LP c/o Lone Star Value Management, LLC 53 Forest Avenue, 1st Floor Old Greenwich, Connecticut 06870 August , 2014 Re: SWS Group, Inc. Dear : Thank you for agreeing to serve as a nominee for election to the Board of Directors of SWS Group, Inc. (the “Company”) in connection with the pr

August 7, 2014 8-K

Financial Statements and Exhibits, Other Events

8-K 1 d771209d8k.htm FORM 8-K 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 reported) August 7, 2014 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incor

August 7, 2014 EX-99.1

SWS Group, Inc. Announces Record Date for Special Meeting of Shareholders to Approve Merger with Hilltop Holdings

EX-99.1 Exhibit 99.1 SWS Group, Inc. Announces Record Date for Special Meeting of Shareholders to Approve Merger with Hilltop Holdings DALLAS, August 7, 2014 – SWS Group, Inc. (NYSE: SWS) (“SWS” or the “Company”) today announced that it has established the close of business on September 5, 2014 as the record date for its special meeting of shareholders to consider and vote on, among other things,

August 7, 2014 425

SWS / Sws Group Inc 425 - Merger Prospectus - 425

425 Filed by SWS Group, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Hilltop Holdings Inc. (Commission File No. for Registration Statement on Form S-4: 333-196367) The following electronic communication was sent to all employees of SWS Group, Inc. and its subsidiaries on August 7, 2014: SWS-

August 7, 2014 425

SWS / Sws Group Inc 425 - Merger Prospectus - FORM 8-K

Form 8-K 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 reported) August 7, 2014 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commission

August 7, 2014 EX-99.1

SWS Group, Inc. Announces Record Date for Special Meeting of Shareholders to Approve Merger with Hilltop Holdings

EX-99.1 Exhibit 99.1 SWS Group, Inc. Announces Record Date for Special Meeting of Shareholders to Approve Merger with Hilltop Holdings DALLAS, August 7, 2014 – SWS Group, Inc. (NYSE: SWS) (“SWS” or the “Company”) today announced that it has established the close of business on September 5, 2014 as the record date for its special meeting of shareholders to consider and vote on, among other things,

August 7, 2014 425

HTH / Hilltop Holdings, Inc. 425 - Merger Prospectus - PROSPECTUSES AND COMMUNICATIONS RE: BUSINESS COMBINATION TRANSACTIONS

FILED BY HILLTOP HOLDINGS INC. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 SUBJECT COMPANY: SWS GROUP, INC. REGISTRATION STATEMENT NO. 333-196367 The following communication was distributed on August 7, 2014 to employees of First Southwest Company, an indirect wholly owned subsidiary of Hilltop Holdings Inc. - To: All Employees From: Hill Feinberg Date: August 7th, 2014 RE: SWS-Hilltop T

July 31, 2014 425

HTH / Hilltop Holdings, Inc. 425 - Merger Prospectus - PROSPECTUSES AND COMMUNICATIONS RE: BUSINESS COMBINATION TRANSACTIONS

FILED BY HILLTOP HOLDINGS INC. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 SUBJECT COMPANY: SWS GROUP, INC. REGISTRATION STATEMENT NO. 333-196367 [Excerpts of transcript of Q2 2014 Hilltop Holdings Inc. Earnings Conference Call, July 31, 2014 / 9:00 AM Eastern Time] - Michael Rose / Raymond James: Hey, good morning guys, couple questions for you. I know you’re not going to comment on the

July 31, 2014 425

HTH / Hilltop Holdings, Inc. 425 - Merger Prospectus - PROSPECTUSES AND COMMUNICATIONS RE: BUSINESS COMBINATION TRANSACTIONS

FILED BY HILLTOP HOLDINGS INC. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 SUBJECT COMPANY: SWS GROUP, INC. REGISTRATION STATEMENT NO. 333-196367 The information below is excerpted from the press release of Hilltop Holdings Inc. dated July 30, 2014 announcing its Second Quarter 2014 financial results. - “Hilltop had solid financial results for the quarter. The Bank’s performance was stro

July 9, 2014 CORRESP

SWS / Sws Group Inc CORRESP - -

CORRESP SWS GROUP, INC. 1201 ELM STREET SUITE 3500 DALLAS, TEXAS 75270 PHONE NUMBER: 214/859-1800 FAX NUMBER: 214/859-9309 July 9, 2014 VIA EDGAR Ms. Suzanne Hayes Assistant Director Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: SWS Group, Inc. Form 10-K for Fiscal Year Ended June 30, 2013 Filed September 5, 2013 File No. 000-19483 D

June 25, 2014 11-K

- 11-K

11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 11, 2014 CORRESP

-

CORRESP SWS GROUP, INC. 1201 ELM STREET SUITE 3500 DALLAS, TEXAS 75270 PHONE NUMBER: 214/859-1800 FAX NUMBER: 214/859-9309 June 11, 2014 VIA EDGAR Ms. Suzanne Hayes Assistant Director Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: SWS Group, Inc. Form 10-K for Fiscal Year Ended June 30, 2013 Filed September 5, 2013 File No. 000-19483

May 30, 2014 425

Merger Prospectus - PROSPECTUSES AND COMMUNICATIONS RE: BUSINESS COMBINATION TRANSACTIONS

FILED BY HILLTOP HOLDINGS INC. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 SUBJECT COMPANY: SWS GROUP, INC. REGISTRATION STATEMENT NO. 333-196367 The below communication was distributed to First Southwest employees on May 30, 2014. SWS-Hilltop Transaction Update to Employees To: All Employees From: Hill Feinberg Date: May 30th, 2014 RE: SWS-Hilltop Transaction Update Dear First Southwest

May 30, 2014 425

Merger Prospectus - 425

425 Filed by SWS Group, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Hilltop Holdings Inc. (Commission File No. for Registration Statement on Form S-4: 333-196367) The following electronic communication was sent to all employees of SWS Group, Inc. and its subsidiaries on May 30, 2014: SWS-Hi

May 19, 2014 425

Merger Prospectus - 425

FILED BY HILLTOP HOLDINGS INC. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 SUBJECT COMPANY: SWS GROUP, INC. COMMISSION FILE NO. 000-19483 The below communication was distributed to First Southwest employees on May 19, 2014. SWS-Hilltop Transaction Update to Employees To: All Employees From: Hill Feinberg Date: May 19th, 2014 RE: SWS-Hilltop Transaction Update Dear First Southwest Employe

May 19, 2014 425

Merger Prospectus - 425

425 Filed by SWS Group, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: SWS Group, Inc. (Commission File No.: 000-19483) The following electronic communication was sent to all employees of SWS Group, Inc. and its subsidiaries on May 19, 2014: SWS-Hilltop Transaction Update to Employees Dear SWS

May 7, 2014 425

Merger Prospectus - 425

425 Third Quarter Fiscal 2014 SWS Group Conference Call May 7, 2014 1 Filed by SWS Group, Inc.

May 7, 2014 425

Merger Prospectus - 425

425 Filed by SWS Group, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: SWS Group, Inc. (Commission File No.: 000-19483) The following transcript transcribes SWS Group, Inc.’s Third Quarter Fiscal 2014 Earnings Call held on May 7, 2014: Corporate Participants James H. Ross President and Chief E

May 7, 2014 10-Q

Quarterly Report - 10-Q

10-Q 1 sws-20140331x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [ X ]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 OR [ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

May 6, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

8-K 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 reported) May 6, 2014 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commission File Nu

May 6, 2014 EX-99.1

SWS Group, Inc. Reports Financial Results for Third Quarter of Fiscal 2014

Exhibit 99.1 SWS Group, Inc. Reports Financial Results for Third Quarter of Fiscal 2014 DALLAS, May 6, 2014 – SWS Group, Inc. (NYSE: SWS) (“SWS” or the “Company”) today reported a net loss of $8.8 million, or $0.27 per diluted share, for its third quarter of fiscal 2014 on net revenues of $65.7 million, as compared to a net loss of $5.7 million, or $0.17 per diluted share, on net revenues of $66.8

May 5, 2014 425

Merger Prospectus - PROSPECTUSES AND COMMUNICATIONS RE: BUSINESS COMBINATION TRANSACTIONS

FILED BY HILLTOP HOLDINGS INC. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 SUBJECT COMPANY: SWS GROUP, INC. COMMISSION FILE NO. 000-19483 The information below is excerpted from the press release of Hilltop Holdings Inc. dated May 5, 2014 announcing its First Quarter 2014 financial results. - “Hilltop was able to achieve good results in the first quarter, even as we work through costs of

April 3, 2014 EX-99.6

SWS Group, Inc. 1201 Elm Street, Suite 3500 Dallas, Texas 75270

EX-99.6 2 exh996.htm EXHIBIT 99.6 Exhibit 99.6 SWS Group, Inc. 1201 Elm Street, Suite 3500 Dallas, Texas 75270 March 31, 2014 Oak Hill Capital Partners 65 East 55th Street, 32nd Floor New York, New York 10022 Ladies and Gentlemen: Reference is made to that certain Credit Agreement dated as of July 29, 2011, by and among SWS Group, Inc. (the “Borrower”), Hilltop Holdings Inc. (“Hilltop”), Oak Hill

April 3, 2014 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among SWS GROUP, INC. HILLTOP HOLDINGS INC. PERUNA LLC Dated as of March 31, 2014 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1.1 The Merger 1 1.2 Effective Time 2 1.3 Effects of the Merger 2 1.4 Conversion of Stoc

EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among SWS GROUP, INC. HILLTOP HOLDINGS INC. and PERUNA LLC Dated as of March 31, 2014 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1.1 The Merger 1 1.2 Effective Time 2 1.3 Effects of the Merger 2 1.4 Conversion of Stock 2 1.5 Bank Merger 3 1.6 Restricted Shares and Deferred Shares 4 1.7 Warrants 5 1.8 Organizational Documents of the Surviving

April 3, 2014 EX-99.7

JOINT FILING AGREEMENT

EXHIBIT 99.7 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of

April 3, 2014 SC 13D/A

SWS / Sws Group Inc / OAK HILL CAPITAL MANAGEMENT, LLC - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* SWS Group, Inc. (Name of Issuer) Common Stock, $0.10 par value (Title of Class of Securities) 78503N107 (CUSIP Number) Oak Hill Capital Management, LLC 65 East 55th Street, 32nd Floor, New York, NY 10022 Attention: John Monsky With a copy to: Lee A. Meye

April 3, 2014 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among SWS GROUP, INC. HILLTOP HOLDINGS INC. PERUNA LLC Dated as of March 31, 2014 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1.1 The Merger 1 1.2 Effective Time 2 1.3 Effects of the Merger 2 1.4 Conversion of Stoc

EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among SWS GROUP, INC. HILLTOP HOLDINGS INC. and PERUNA LLC Dated as of March 31, 2014 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1.1 The Merger 1 1.2 Effective Time 2 1.3 Effects of the Merger 2 1.4 Conversion of Stock 2 1.5 Bank Merger 3 1.6 Restricted Shares and Deferred Shares 4 1.7 Warrants 5 1.8 Organizational Documents of the Surviving

April 3, 2014 EX-10.1

SWS Group, Inc. 1201 Elm Street, Suite 3500 Dallas, Texas 75270

EX-10.1 Exhibit 10.1 SWS Group, Inc. 1201 Elm Street, Suite 3500 Dallas, Texas 75270 March 31, 2014 Oak Hill Capital Partners 65 East 55th Street, 32nd Floor New York, New York 10022 Ladies and Gentlemen: Reference is made to that certain Credit Agreement dated as of July 29, 2011, by and among SWS Group, Inc. (the “Borrower”), Hilltop Holdings Inc. (“Hilltop”), Oak Hill Capital Partners III, L.P.

April 3, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Form 8-K 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 reported) March 31, 2014 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commission

April 3, 2014 EX-10.1

SWS Group, Inc. 1201 Elm Street, Suite 3500 Dallas, Texas 75270

Exhibit 10.1 SWS Group, Inc. 1201 Elm Street, Suite 3500 Dallas, Texas 75270 March 31, 2014 Oak Hill Capital Partners 65 East 55th Street, 32nd Floor New York, New York 10022 Ladies and Gentlemen: Reference is made to that certain Credit Agreement dated as of July 29, 2011, by and among SWS Group, Inc. (the “Borrower”), Hilltop Holdings Inc. (“Hilltop”), Oak Hill Capital Partners III, L.P. (“OHCP”

April 3, 2014 425

Merger Prospectus - FORM 8-K

Form 8-K 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 reported) March 31, 2014 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commission

April 1, 2014 425

Merger Prospectus - FORM 8-K

Form 8-K 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 reported) March 31, 2014 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commission

April 1, 2014 EX-99.1

Hilltop Holdings Inc. Announces Agreement to Acquire SWS Group, Inc.

Exhibit 99.1 FOR IMMEDIATE RELEASE Investor Relations Contacts: Isabell Novakov, PlainsCapital Corporation 214-252-4029 [email protected] J. Michael Edge, SWS Group, Inc. 214-859-9343 [email protected] Media Contacts: Carol Towne, PlainsCapital Corporation 214-252-4142 [email protected] Ben Brooks, SWS Group, Inc. 214-859-6351 [email protected] Hilltop Holdings Inc. Announces Agreemen

April 1, 2014 EX-99.1

Hilltop Holdings Inc. Announces Agreement to Acquire SWS Group, Inc.

EX-99.1 2 d704430dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Investor Relations Contacts: Isabell Novakov, PlainsCapital Corporation 214-252-4029 [email protected] J. Michael Edge, SWS Group, Inc. 214-859-9343 [email protected] Media Contacts: Carol Towne, PlainsCapital Corporation 214-252-4142 [email protected] Ben Brooks, SWS Group, Inc. 214-859-6351 [email protected] Hill

April 1, 2014 425

Merger Prospectus - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

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 reported): March 31, 2014 Hilltop Holdings Inc. (Exact name of registrant as specified in its charter) Maryland 1-31987 84-1477939 (State or other jurisdiction of incorporation) (Commission File

April 1, 2014 EX-3.1

HILLTOP HOLDINGS INC. ARTICLES OF AMENDMENT

Exhibit 3.1 HILLTOP HOLDINGS INC. ARTICLES OF AMENDMENT Hilltop Holdings Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The charter of the Corporation (the “Charter”) is hereby amended by deleting therefrom in their entirety the first two sentences of Section 6.1 of Article VI and inserting in lieu the

April 1, 2014 SC 13D/A

SWS / Sws Group Inc / Hilltop Holdings Inc. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) SWS Group, Inc. (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 78503N107 (CUSIP Number) Corey Prestidge Hilltop Holdings Inc. 200 Crescent Court, Suite 1330 Dallas, Texas 75201 (214) 855-2177 (Name, Address and Tel

April 1, 2014 425

Merger Prospectus - 425

425 Filed by SWS Group, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: SWS Group, Inc. (Commission File No.: 000-19483) The following electronic communication was sent to all employees of SWS Group, Inc. and its subsidiaries on April 1, 2014: Dear SWS employees, I am writing to share some impo

April 1, 2014 EX-99.1

Hilltop Holdings Inc. Announces Agreement to Acquire SWS Group, Inc.

Exhibit 99.1 FOR IMMEDIATE RELEASE Investor Relations Contacts: Isabell Novakov, PlainsCapital Corporation 214-252-4029 [email protected] J. Michael Edge, SWS Group, Inc. 214-859-9343 [email protected] Media Contacts: Carol Towne, PlainsCapital Corporation 214-252-4142 [email protected] Ben Brooks, SWS Group, Inc. 214-859-6351 [email protected] Hilltop Holdings Inc. Announces Agreemen

April 1, 2014 EX-2.1

Agreement and Plan of Merger by and among SWS Group, Inc., Hilltop Holdings Inc. and Peruna LLC, dated as of March 31, 2014 (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on April 1, 2014 (File No. 001-31987) and incorporated herein by reference).

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among SWS GROUP, INC. HILLTOP HOLDINGS INC. and PERUNA LLC Dated as of March 31, 2014 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1.1 The Merger 1 1.2 Effective Time 2 1.3 Effects of the Merger 2 1.4 Conversion of Stock 2 1.5 Bank Merger 3 1.6 Restricted Shares and Deferred Shares 4 1.7 Warrants 5 1.8 Organizational Documents of the

April 1, 2014 8-K

Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K 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 reported) March 31, 2014 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commission

March 6, 2014 SC 13D

SWS / Sws Group Inc / GAMCO INVESTORS, INC. ET AL Activist Investment

SC 13D 1 sws00.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 SWS Group Inc. (Name of Issuer) Common Stock, $0.10 par value (Title of Class of Securities) 78503N107 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authori

February 28, 2014 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits - FORM 8-K

Form 8-K 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 reported) February 27, 2014 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commiss

February 28, 2014 EX-3.2

RESTATED SWS GROUP, INC. (A DELAWARE CORPORATION) February 27, 2014 TABLE OF CONTENTS ARTICLE I 1 OFFICES Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II 1 MEETINGS OF STOCKHOLDERS Section 1. Time and Place of Meetings 1 Section

EX-3.2 2 d683633dex32.htm EX-3.2 Exhibit 3.2 RESTATED BY-LAWS OF SWS GROUP, INC. (A DELAWARE CORPORATION) February 27, 2014 TABLE OF CONTENTS ARTICLE I 1 OFFICES Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II 1 MEETINGS OF STOCKHOLDERS Section 1. Time and Place of Meetings 1 Section 2. Annual Meetings 1 Section 3. Notice of Annual Meetings 1 Section 4. Special Meetings 1 Sect

February 20, 2014 8-K

Financial Statements and Exhibits, Other Events - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) February 18, 2014 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commission Fi

February 20, 2014 EX-99.1

SWS Group Confirms Receipt of Unsolicited Acquisition Proposal from Esposito Global

EX-99.1 Exhibit 99.1 SWS Group Confirms Receipt of Unsolicited Acquisition Proposal from Esposito Global DALLAS, February 18, 2014 – The Special Committee of the Board of Directors of SWS Group, Inc. (NYSE: SWS) today confirmed that it received an unsolicited acquisition proposal from Esposito Global to acquire all the outstanding common shares of SWS Group for $8.00 per share in cash. As previous

February 14, 2014 SC 13G

SWS / Sws Group Inc / HIGHLAND CAPITAL MANAGEMENT LP - SC 13G Passive Investment

SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SWS Group, Inc.

February 14, 2014 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 d676242dex991.htm EX-99.1 EXHIBIT 99-1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.10 per share, of SWS Group, Inc., and further agree

February 6, 2014 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [ X ]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2013 OR [ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-19

February 5, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

Form 8-K 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 reported) February 5, 2014 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commissi

February 5, 2014 EX-99.1

SWS Group, Inc. Reports Financial Results for Second Quarter of Fiscal 2014

EX-99.1 Exhibit 99.1 SWS Group, Inc. Reports Financial Results for Second Quarter of Fiscal 2014 DALLAS, February 5, 2014 – SWS Group, Inc. (NYSE: SWS) (“SWS” or the “Company”) today reported net income of $1.7 million, or $0.05 per diluted share, for its second quarter of fiscal 2014 on net revenues of $68.5 million, as compared to net income of $10.4 million, or $0.09 per diluted share, on net r

February 4, 2014 8-K

Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K 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 reported) February 3, 2014 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commissi

February 4, 2014 EX-99.1

SWS Group Forms Special Committee to Review Hilltop Holdings’ Unsolicited Acquisition Proposal

EX-99.1 Exhibit 99.1 SWS Group Forms Special Committee to Review Hilltop Holdings’ Unsolicited Acquisition Proposal DALLAS, February 3, 2014 – SWS Group, Inc. (NYSE: SWS) today announced that its Board of Directors has formed a Special Committee, comprised of independent directors not affiliated with Hilltop Holdings Inc. (NYSE: HTH) or Oak Hill Capital Partners, to review Hilltop’s unsolicited ac

January 13, 2014 EX-99.2

[Letterhead of Hilltop Holdings Inc.]

EX-99.2 Exhibit 99.2 [Letterhead of Hilltop Holdings Inc.] January 9, 2014 Mr. Jim Ross President and Chief Executive Officer SWS Group, Inc. 1201 Elm Street, Suite 3500 Dallas, Texas 75270 Dear Jim, It has been a pleasure to work with SWS Group, Inc. since Hilltop Holdings Inc. made its investment in the company in July 2011. We sincerely appreciate our relationship and have genuine respect for y

January 13, 2014 EX-99.1

SWS Group Confirms Receipt of Unsolicited Acquisition Proposal from Hilltop Holdings SWS Stockholders Advised to Take No Action at This Time

EX-99.1 Exhibit 99.1 SWS Group Confirms Receipt of Unsolicited Acquisition Proposal from Hilltop Holdings SWS Stockholders Advised to Take No Action at This Time DALLAS, January 10, 2014 – SWS Group, Inc. (NYSE: SWS) today confirmed that it received an unsolicited acquisition proposal from Hilltop Holdings Inc. (NYSE: HTH) to acquire the outstanding common stock that Hilltop does not already own f

January 13, 2014 8-K

Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K 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 reported) January 9, 2014 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commissio

January 10, 2014 EX-99.4

[Letterhead of Hilltop Holdings Inc.]

EX-99.4 2 a14-32431ex99d4.htm EX-99.4 Exhibit 99.4 [Letterhead of Hilltop Holdings Inc.] January 9, 2014 Mr. Jim Ross President and Chief Executive Officer SWS Group, Inc. 1201 Elm Street, Suite 3500 Dallas, Texas 75270 Dear Jim, It has been a pleasure to work with SWS Group, Inc. since Hilltop Holdings Inc. made its investment in the company in July 2011. We sincerely appreciate our relationship

January 10, 2014 425

Merger Prospectus - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

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 reported): January 9, 2014 Hilltop Holdings Inc. (Exact name of registrant as specified in its charter) Maryland 1-31987 84-1477939 (State or other jurisdiction of incorporation) (Commission Fil

January 10, 2014 EX-99.5

HILLTOP HOLDINGS INC. PROPOSES TO ACQUIRE SWS GROUP, INC. FOR $7.00 PER SHARE

EX-99.5 3 a14-32431ex99d5.htm EX-99.5 Exhibit 99.5 FOR IMMEDIATE RELEASE Investor Relations Contact: Isabell Novakov, 214-252-4029 PlainsCapital Corporation [email protected] Media Contact: Carol Towne, 214-252-4142 PlainsCapital Corporation [email protected] HILLTOP HOLDINGS INC. PROPOSES TO ACQUIRE SWS GROUP, INC. FOR $7.00 PER SHARE Dallas, TX, January 10, 2014 — Hilltop Holding

January 10, 2014 EX-99.1

HILLTOP HOLDINGS INC. PROPOSES TO ACQUIRE SWS GROUP, INC. FOR $7.00 PER SHARE

EX-99.1 2 a14-32441ex99d1.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Investor Relations Contact: Isabell Novakov, 214-252-4029 PlainsCapital Corporation [email protected] Media Contact: Carol Towne, 214-252-4142 PlainsCapital Corporation [email protected] HILLTOP HOLDINGS INC. PROPOSES TO ACQUIRE SWS GROUP, INC. FOR $7.00 PER SHARE Dallas, TX, January 10, 2014 — Hilltop Holding

January 10, 2014 SC 13D/A

SWS / Sws Group Inc / Hilltop Holdings Inc. - AMENDMENT Activist Investment

SC 13D/A 1 a14-32431sc13da.htm AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) SWS Group, Inc. (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 78503N107 (CUSIP Number) Corey Prestidge Hilltop Holdings Inc. 200 Crescent Court, Suite 1330 Dallas, Texas 75

January 9, 2014 8-K

Other Events - FORM 8-K

Form 8-K 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 reported) January 9, 2014 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commissio

November 15, 2013 8-K

Current Report

8-K 1 d629340d8k.htm FORM 8-K 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 reported) November 14, 2013 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of in

November 6, 2013 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [ X ]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 OR [ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-1

November 5, 2013 EX-99.1

SWS Group, Inc. Reports Financial Results for First Quarter of Fiscal 2014

EX-99.1 2 d623056dex991.htm EX-99.1 Exhibit 99.1 SWS Group, Inc. Reports Financial Results for First Quarter of Fiscal 2014 DALLAS, November 5, 2013 – SWS Group, Inc. (NYSE: SWS) (“SWS” or the “Company”) today reported net income of $323,000, or $0.01 per diluted share, for its first quarter of fiscal 2014 on net revenues of $69.0 million, as compared to a net loss of $5.6 million, or $0.17 per di

November 5, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

Form 8-K 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 reported) November 5, 2013 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commissi

October 3, 2013 DEFA14A

- DEFA14A

DEFA14A United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities 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

October 3, 2013 DEF 14A

- DEFINITIVE NOTICE & PROXY STATEMENT

DEF 14A 1 d599075ddef14a.htm DEFINITIVE NOTICE & PROXY STATEMENT Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities 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 Stat

October 1, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

Form 8-K 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 reported) September 30, 2013 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commis

October 1, 2013 EX-99.1

SWS Group Appoints J. Michael Edge as Interim Chief Financial Officer

EX-99.1 2 d605387dex991.htm EX-99.1 Exhibit 99.1 SWS Group Appoints J. Michael Edge as Interim Chief Financial Officer DALLAS, Oct. 1, 2013 – SWS Group, Inc. (NYSE: SWS) (the “Company” or “SWS Group”) announced today that Senior Vice President of Finance and Investor Relations, J. Michael Edge, has been appointed as the Company’s interim Chief Financial Officer and Treasurer. Mr. Edge joined SWS G

September 17, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

Form 8-K 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 reported) September 16, 2013 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commis

September 17, 2013 EX-99.1

SWS Group Announces Resignation of Chief Financial Officer Stacy M. Hodges to Depart September 30th to Accept New Position

EX-99.1 Exhibit 99.1 SWS Group Announces Resignation of Chief Financial Officer Stacy M. Hodges to Depart September 30th to Accept New Position DALLAS, Sept. 17, 2013 – SWS Group, Inc. (NYSE: SWS) (the “Company”) announced today that Executive Vice President, Chief Financial Officer and Treasurer Stacy M. Hodges has submitted her resignation effective September 30, 2013, to accept an executive pos

September 6, 2013 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table Of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2013 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-1

September 6, 2013 EX-21.1

EX-21.1

Exhibit 21.1 - Subsidiaries SWS Group, Inc. State or Other Jurisdiction of Incorporation or Organization Southwest Securities, Inc. Delaware SWS Financial Services, Inc. Texas Southwest Capital Corporation Delaware Southwest Investment Advisors, Inc. Delaware Southwest Insurance Agency, Inc. Texas Southwest Financial Insurance Agency, Inc. Oklahoma SWS Banc Holdings, Inc. Delaware Southwest Securi

August 28, 2013 EX-99.1

SWS Group, Inc. Reports Fourth Quarter and Fiscal 2013 Financial Results Fourth quarter net loss of $32.5 million includes $30.4 million increase to deferred tax asset valuation allowance and $2.5 million after tax gain from change in valuation of wa

EX-99.1 Exhibit 99.1 SWS Group, Inc. Reports Fourth Quarter and Fiscal 2013 Financial Results Fourth quarter net loss of $32.5 million includes $30.4 million increase to deferred tax asset valuation allowance and $2.5 million after tax gain from change in valuation of warrants DALLAS, August 28, 2013 – SWS Group, Inc. (NYSE: SWS) (“SWS” or the “Company”) today reported a net loss of $32.5 million

August 28, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

Form 8-K 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 reported) August 28, 2013 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commissio

June 28, 2013 11-K

- FORM 11-K

Form 11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 24, 2013 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year - FORM 8-K

Form 8-K 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 reported) May 23, 2013 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commission F

May 8, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 29, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-19483 SWS

May 7, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

8-K 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 reported) May 7, 2013 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commission File Nu

May 7, 2013 EX-99.1

SWS Group, Inc. Reports Financial Results for Fiscal 2013 Third Quarter

EX-99.1 Exhibit 99.1 SWS Group, Inc. Reports Financial Results for Fiscal 2013 Third Quarter DALLAS, May 7, 2013 – SWS Group, Inc. (NYSE: SWS) (“SWS” or the “Company”) today reported a net loss of $5.7 million, or $0.17 per diluted share, for its fiscal 2013 third quarter, as compared to net income of $8.3 million, or $0.04 per diluted share, for the third quarter of fiscal 2012. Excluding a $3.8

March 6, 2013 S-8

- FORM S-8

Form S-8 As filed with the Securities and Exchange Commission on March 6, 2013 Registration No.

February 14, 2013 SC 13G/A

SWS / Sws Group Inc / PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C. - SC 13G AMENDMENT NO. 2 Passive Investment

SC 13G/A 1 d486798dsc13ga.htm SC 13G AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Amendment No. 2) (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) SWS Group, Inc. (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securitie

February 7, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2012 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-19483

February 6, 2013 EX-99.1

SWS Group, Inc. Reports Net Income of $10.4 million in Fiscal 2013 Second Quarter Adjusted Net Income of $2.7 million; Improved pre-tax results for all four business segments

EX-99.1 Exhibit 99.1 SWS Group, Inc. Reports Net Income of $10.4 million in Fiscal 2013 Second Quarter Adjusted Net Income of $2.7 million; Improved pre-tax results for all four business segments DALLAS, February 6, 2013 – SWS Group, Inc. (NYSE: SWS) (the “Company”) today reported net income of $10.4 million for its fiscal 2013 second quarter compared to a net loss of $14.3 million in the second q

February 6, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

Form 8-K 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 reported) February 6, 2013 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commissi

February 6, 2013 SC 13G/A

SWS / Sws Group Inc / WHV Investments, Inc. - SCHEDULE 13G AMENDMENT FILING Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

January 15, 2013 8-K

Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K 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 reported) January 14, 2013 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commissi

January 15, 2013 EX-99.1

SWS Group Announces Termination of Cease and Desist Order at Southwest Securities, FSB

Press Release issued by the Company on January 15, 2013 Exhibit 99.1 SWS Group Announces Termination of Cease and Desist Order at Southwest Securities, FSB DALLAS, January 15, 2013 – SWS Group, Inc. (NYSE: SWS) (the “Company”) announced today that the Office of the Comptroller of the Currency (the “OCC”) has lifted the Cease and Desist Order (the “Order”) under which the Company’s banking subsidia

November 21, 2012 S-8

- FORM S-8

As filed with the Securities and Exchange Commission on November 21, 2012 Registration No.

November 21, 2012 EX-4.10

SWS GROUP, INC. 2012 RESTRICTED STOCK PLAN RESTRICTED STOCK AGREEMENT FOR EMPLOYEES Grantee: Address: Number of Awarded Shares: Date of Grant: Vesting of Awarded Shares: Date No. Shares Vested % ¨ % ¨ % ¨ % ¨ % Total 100 %

Exhibit 4.10 SWS GROUP, INC. 2012 RESTRICTED STOCK PLAN RESTRICTED STOCK AGREEMENT FOR EMPLOYEES Grantee: Address: Number of Awarded Shares: Date of Grant: Vesting of Awarded Shares: Date No. Shares Vested % ¨ % ¨ % ¨ % ¨ % Total 100 % SWS Group, Inc., a Delaware corporation (the “Company”), hereby grants to the individual whose name appears above (“Grantee”), pursuant to the provisions of the SWS

November 21, 2012 EX-4.9

SWS GROUP, INC. 2012 RESTRICTED STOCK PLAN RESTRICTED STOCK AGREEMENT FOR OUTSIDE DIRECTORS Grantee: Address: Number of Awarded Shares: Date of Grant: Vesting of Awarded Shares: Date No. Shares Vested % ¨ % ¨ % ¨ % ¨ % Total 100 %

FORM OF SWS GROUP, INC. RESTRICTED STOCK AGREEMENT FOR OUTSIDE DIRECTORS Exhibit 4.9 SWS GROUP, INC. 2012 RESTRICTED STOCK PLAN RESTRICTED STOCK AGREEMENT FOR OUTSIDE DIRECTORS Grantee: Address: Number of Awarded Shares: Date of Grant: Vesting of Awarded Shares: Date No. Shares Vested % ¨ % ¨ % ¨ % ¨ % Total 100 % SWS Group, Inc., a Delaware corporation (the “Company”), hereby grants to the indivi

November 16, 2012 8-K

- FORM 8-K

Form 8-K 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 reported) November 15, 2012 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commiss

November 7, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

November 6, 2012 EX-99.1

SWS Group, Inc. Reports Fiscal 2013 First Quarter Results Broker-dealer and Banking Segments Post Pre-tax Profits; Bank Reduces Classified Assets by 51 Percent from Last Year

Exhibit 99.1 SWS Group, Inc. Reports Fiscal 2013 First Quarter Results Broker-dealer and Banking Segments Post Pre-tax Profits; Bank Reduces Classified Assets by 51 Percent from Last Year DALLAS, November 6, 2012 – SWS Group, Inc. (NYSE: SWS) (the “Company”) today reported a net loss of $5.6 million, or $0.17 per diluted share, for its fiscal 2013 first quarter ended September 28, 2012, compared w

November 6, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

Form 8-K 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 reported) November 6, 2012 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commissi

October 4, 2012 DEF 14A

- DEFINITIVE NOTICE & PROXY STATEMENT

DEF 14A 1 d411169ddef14a.htm DEFINITIVE NOTICE & PROXY STATEMENT Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities 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 Stat

October 4, 2012 DEFA14A

- DEFINITIVE ADDITIONAL MATERIALS

DEFA14A 1 d411169ddefa14a.htm DEFINITIVE ADDITIONAL MATERIALS United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities 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,

September 7, 2012 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 29, 2012 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-194

September 7, 2012 EX-21.1

SWS Group, Inc.

Exhibit 21.1 - Subsidiaries SWS Group, Inc. State or Other Jurisdiction of Incorporation or Organization Southwest Securities, Inc. Delaware SWS Financial Services, Inc. Texas SWS Capital Corporation Delaware Southwest Investment Advisors, Inc. Delaware Southwest Insurance Agency, Inc. Texas Southwest Insurance Agency of Alabama, Inc. Alabama Southwest Financial Insurance Agency, Inc. Oklahoma SWS

September 4, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

Form 8-K 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 reported) September 4, 2012 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commiss

September 4, 2012 EX-99.1

SWS Group, Inc. Reports Fourth Quarter and Fiscal 2012 Results Bank Reduces Classified Assets by More Than 50 Percent from Prior Fiscal Year, and Reports Fiscal 2012 Pre-Tax Income of $7.3 Million

Press Release Issued by SWS on September 4, 2012 Exhibit 99.1 SWS Group, Inc. Reports Fourth Quarter and Fiscal 2012 Results Bank Reduces Classified Assets by More Than 50 Percent from Prior Fiscal Year, and Reports Fiscal 2012 Pre-Tax Income of $7.3 Million DALLAS, September 4, 2012 – SWS Group, Inc. (NYSE: SWS) (the “Company”) today reported a net loss of $303,000 for its fiscal 2012 fourth quar

June 28, 2012 11-K

- FORM 11-K

Form 11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 27, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 reported) June 27, 2012 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commission File Numb

May 9, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q

10-Q 1 d333701d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 30, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Com

May 8, 2012 EX-99.1

SWS Group, Inc. Reports Fiscal 2012 Third Quarter Net Income of $8.3 Million Bank’s Classified Assets Down 49 Percent from Year Ago; Retail Segment Makes Recruiting Gains

Press Release issued by SWS on May 8, 2012 Exhibit 99.1 SWS Group, Inc. Reports Fiscal 2012 Third Quarter Net Income of $8.3 Million Bank’s Classified Assets Down 49 Percent from Year Ago; Retail Segment Makes Recruiting Gains DALLAS, May 8, 2012 – SWS Group, Inc. (NYSE: SWS) (the “Company”) today reported net income of $8.3 million for its fiscal 2012 third quarter, or $0.04 per diluted share, as

May 8, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K 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 reported) May 8, 2012 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commission Fi

March 21, 2012 8-K

Other Events - FORM 8-K

Form 8-K 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 reported) March 16, 2012 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commission

March 7, 2012 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

Form 8-K 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 reported) March 7, 2012 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commission

March 7, 2012 EX-3.2

RESTATED SWS GROUP, INC. (A DELAWARE CORPORATION) March 1, 2012 TABLE OF CONTENTS ARTICLE I 1 OFFICES Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II 1 MEETINGS OF STOCKHOLDERS Section 1. Time and Place of Meetings 1 Section 2. A

SWS Group, Inc. Restated By-Laws Exhibit 3.2 RESTATED BY-LAWS OF SWS GROUP, INC. (A DELAWARE CORPORATION) March 1, 2012 TABLE OF CONTENTS ARTICLE I 1 OFFICES Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II 1 MEETINGS OF STOCKHOLDERS Section 1. Time and Place of Meetings 1 Section 2. Annual Meetings 1 Section 3. Notice of Annual Meetings 1 Section 4. Special Meetings 1 Section

February 8, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

February 8, 2012 EX-10.1

SWS GROUP, INC. 2003 RESTRICTED STOCK PLAN RESTRICTED STOCK AGREEMENT FOR EMPLOYEES Grantee: Address: Number of Awarded Shares: Date of Grant: Vesting of Awarded Shares: Vesting Date No. Shares Vested % 100%

Form of SWS Group, Inc. Restricted Stock Plan Agreement for Employees Exhibit 10.1 SWS GROUP, INC. 2003 RESTRICTED STOCK PLAN RESTRICTED STOCK AGREEMENT FOR EMPLOYEES Grantee: Address: Number of Awarded Shares: Date of Grant: Vesting of Awarded Shares: Vesting Date No. Shares Vested % 100% SWS Group, Inc., a Delaware corporation (the “Company”), hereby grants to the individual whose name appears a

February 7, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

Form 8-K 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 reported) February 7, 2012 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commissi

February 7, 2012 SC 13G/A

SWS / Sws Group Inc / PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C. - AMENDMENT NO.1 TO SCHEDULE 13G Passive Investment

Amendment No.1 to Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* SWS Group, Inc. (Name of issuer) Common Stock, par value $0.10 per share (Title of class of securities) 78503N107 (CUSIP number) December 31, 2011 (Date of event which requires filing of this statement) Check the appropri

February 7, 2012 EX-1

JOINT FILING AGREEMENT

EXHIBIT 1 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.

February 7, 2012 EX-99.1

SWS Group, Inc. Reports Fiscal 2012 Second Quarter Financial Results Bank Reduces Classified Assets 18 Percent From First Quarter

Exhibit 99.1 SWS Group, Inc. Reports Fiscal 2012 Second Quarter Financial Results Bank Reduces Classified Assets 18 Percent From First Quarter DALLAS, February 7, 2012 – SWS Group, Inc. (NYSE: SWS) (the “Company”) today reported a net loss of $14.3 million for its fiscal 2012 second quarter, or $0.44 per diluted share, on net revenues of $68.4 million, as compared to a net loss of $330,000, or $0.

December 1, 2011 SC 13D/A

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) SWS GROUP, INC. (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 78503N 10 7 (CUSIP Number) Corey G. Prestidge Hilltop Holdings Inc. 200 Crescent Court, Suite 1330 Dallas, Texas 75201 (214) 855-2177 (Name, Address an

November 29, 2011 424B3

SWS Group, Inc. UP TO 17,391,304 SHARES OF COMMON STOCK

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-177217 PROSPECTUS SWS Group, Inc. UP TO 17,391,304 SHARES OF COMMON STOCK The selling stockholders named in this prospectus may use this prospectus to offer and sell, from time to time, up to 17,391,304 shares of our common stock issuable upon the exercise of warrants. We will not receive any of the proceeds from the

November 22, 2011 8-K

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 reported) November 17, 2011 SWS GROUP, INC.

Form 8-K 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 reported) November 17, 2011 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commiss

November 22, 2011 EX-99.1

SWS Group, Inc. Elects Christie S. Flanagan and Tyree B. Miller to Board of Directors Stockholders Re-elect Nine Current Directors at Annual Meeting Board Names Frederick R. Meyer Chairman

Exhibit 99.1 SWS Group, Inc. Elects Christie S. Flanagan and Tyree B. Miller to Board of Directors Stockholders Re-elect Nine Current Directors at Annual Meeting Board Names Frederick R. Meyer Chairman DALLAS – November 22, 2011 – SWS Group, Inc. (NYSE: SWS) (the “Company”) today announced the election of Christie S. Flanagan and Tyree B. “Ty” Miller to its Board of Directors at a meeting of the C

November 22, 2011 EX-99.2

Paul D. Vinton to Retire as SWS Group Executive Vice President

Exhibit 99.2 Paul D. Vinton to Retire as SWS Group Executive Vice President DALLAS – November 22, 2011 – SWS Group, Inc. (NYSE: SWS) (the “Company”) today announced that Paul D. Vinton, Executive Vice President of SWS Group, is retiring effective December 31, 2011. “Over the course of his 40-year career, Paul has compiled an impressive list of accomplishments and contributions to our industry,” sa

November 21, 2011 CORRESP

-

Correspondence Letter Allen R. Tubb Email: [email protected] Vice President Direct Line: 214-859-6629 General Counsel and Secretary Direct Fax: 214-859-6020 November 21, 2011 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: SWS Group, Inc. Pre-Effective Amendment No. 2 to the Registration Statement on Form S-3 Filed November 16

November 16, 2011 S-3/A

As filed with the Securities and Exchange Commission on November 16, 2011

Table of Contents As filed with the Securities and Exchange Commission on November 16, 2011 Registration No.

November 16, 2011 CORRESP

-

Response Letter to the SEC Allen R. Tubb Vice President General Counsel and Secretary Email: [email protected] Direct Line: 214-859-6629 Direct Fax: 214-859-6020 November 16, 2011 VIA EDGAR Ms. Suzanne Hayes Assistant Director Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: SWS Group, Inc. Amendment No. 1 to Registration Statement on Form

November 9, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

November 8, 2011 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 reported) November 8, 2011 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commission File N

November 8, 2011 EX-99.1

SWS Group, Inc. Reports Fiscal 2012 First Quarter Net Income of $1.7 Million Banking Segment Records Pretax Profit for Second Consecutive Quarter

EX-99.1 2 d253569dex991.htm PRESS RELEASE Exhibit 99.1 SWS Group, Inc. Reports Fiscal 2012 First Quarter Net Income of $1.7 Million Banking Segment Records Pretax Profit for Second Consecutive Quarter DALLAS, November 8, 2011 – SWS Group, Inc. (NYSE: SWS) (the “Company”) today reported net income of $1.7 million, or diluted earnings per share of $0.05, for the Company’s fiscal 2012 first quarter e

November 4, 2011 CORRESP

-

Correspondence Letter November 4, 2011 VIA EDGAR Ms. Suzanne Hayes Assistant Director Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: SWS Group, Inc. Registration Statement on Form S-3 Filed October 7, 2011 File No. 333-177217 Dear Ms. Hayes: On behalf of SWS Group, Inc. (the “Company”), reference is made to the comment letter dated Oc

November 4, 2011 S-3/A

As filed with the Securities and Exchange Commission on November 4, 2011

Table of Contents As filed with the Securities and Exchange Commission on November 4, 2011 Registration No.

October 7, 2011 S-3

As filed with the Securities and Exchange Commission on October 7, 2011

Table of Contents As filed with the Securities and Exchange Commission on October 7, 2011 Registration No.

October 7, 2011 EX-4.1

EX-4.1

EX-4.1 2 d240293dex41.htm SPECIMEN CERTIFICATE OF COMMON STOCK Exhibit 4.1

October 6, 2011 DEF 14A

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities 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 permitte

October 6, 2011 DEFA14A

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities 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)

October 4, 2011 EX-99.1

SWS Group Co-Founder and Chairman Don A. Buchholz Named Chairman Emeritus

Exhibit 99.1 SWS Group Co-Founder and Chairman Don A. Buchholz Named Chairman Emeritus DALLAS – October 4, 2011- SWS Group, Inc. (NYSE: SWS) today announced that its co-founder and chairman, Don A. Buchholz, 82, has chosen not to seek re-election to SWS Group’s Board of Directors and will be named Chairman Emeritus following the completion of his term on November 17, 2011. “For the past four decad

October 4, 2011 8-K

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 reported) October 3, 2011 SWS GROUP, INC. (

form 8-K 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 reported) October 3, 2011 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commissio

September 16, 2011 SC 13D/A

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) SWS GROUP, INC. (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 78503N 10 7 (CUSIP Number) Corey G. Prestidge Hilltop Holdings Inc. 200 Crescent Court, Suite 1330 Dallas, Texas 75201 (214) 855-2177 (Name, Address an

September 2, 2011 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q/A Amendment No. 1

Form 10-Q/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

September 2, 2011 EX-21.1

SWS Group, Inc.

Exhibit 21.1 - Subsidiaries SWS Group, Inc. State or Other Jurisdiction of Incorporation or Organization Southwest Securities, Inc. Delaware SWS Financial Services, Inc. Texas SWS Capital Corporation Delaware Southwest Investment Advisors, Inc. Delaware Southwest Insurance Agency, Inc. Texas Southwest Insurance Agency of Alabama, Inc. Alabama Southwest Financial Insurance Agency, Inc. Oklahoma SWS

September 2, 2011 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 24, 2011 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-194

September 2, 2011 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q/A Amendment No. 1

Amendment #1 to Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

September 2, 2011 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q/A Amendment No. 1

Form 10-Q/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

August 30, 2011 8-K

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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 reported) August 29, 2011 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commission File Nu

August 30, 2011 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 reported) August 29, 2011 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commission File Nu

August 30, 2011 EX-99.1

SWS Group, Inc. Announces Fourth Quarter and Fiscal 2011 Results Broker-Dealer Business Lines Report Pretax Profits for Fiscal Year Bank Shows Improvement in Fourth Quarter

EX-99.1 2 dex991.htm PRESS RELEASE Exhibit 99.1 SWS Group, Inc. Announces Fourth Quarter and Fiscal 2011 Results Broker-Dealer Business Lines Report Pretax Profits for Fiscal Year Bank Shows Improvement in Fourth Quarter DALLAS, August 29, 2011 – SWS Group, Inc. (NYSE: SWS) (the Company) today reported net income of $22,000 for its fiscal 2011 fourth quarter, or diluted earnings per share of less

August 25, 2011 EX-99.1

Stacy M. Hodges named Chief Financial Officer of SWS Group, Inc.

EX-99.1 2 dex991.htm PRESS RELEASE Exhibit 99.1 Stacy M. Hodges named Chief Financial Officer of SWS Group, Inc. DALLAS, August 25, 2011 – SWS Group, Inc.’s (NYSE: SWS) Board of Directors announced today that Stacy M. Hodges has been elected chief financial officer and treasurer of the company. Ms. Hodges had served as interim CFO and treasurer of SWS Group since October 2010. “Throughout her care

August 25, 2011 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 reported) August 24, 2011 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commission File Nu

August 8, 2011 SC 13D

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* SWS Group, Inc. (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 78503N107 (CUSIP Number) Corey Prestidge Hilltop Holdings Inc. 200 Crescent Court, Suite 1330 Dallas, Texas 75201 (214) 855-2181 (Name, Address and Tel

August 5, 2011 SC 13D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 SWS Group, Inc. (Name of Issuer) Common Stock, $0.10 par value (Title of Class of Securities) 78503N107 (CUSIP Number) John Monsky Oak Hill Capital Management, LLC 65 East 55th Street, 32nd Floor, New York, NY 10022 With a copy to: Lee A. Meyerson, Esq. Elizabeth Cooper, E

August 5, 2011 EX-99.1

Oak Hill Capital Partners III, L.P.

EX-99.1 2 misc1.htm MISCELLANEOUS EXHIBITS Oak Hill Capital Partners III, L.P. By: OHCP GenPar III, L.P, its General Partner By: OHCP MGP Partners III, L.P., its General Partner By: OHCP MGP III, Ltd., its General Partner By: /s/ Ray Pinson 8/04/2011 Name: Ray Pinson Date Title: Authorized Person Oak Hill Capital Management Partners III, L.P. By: OHCP GenPar III, L.P, its General Partner By: OHCP

August 5, 2011 EX-99.1

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of

August 1, 2011 EX-99.1

SWS Group Completes $100 Million Capital Raise with Hilltop Holdings and Oak Hill Capital Partners Gerald J. Ford and J. Taylor Crandall Join SWS Group Board of Directors

EX-99.1 8 dex991.htm PRESS RELEASE Exhibit 99.1 SWS Group Completes $100 Million Capital Raise with Hilltop Holdings and Oak Hill Capital Partners Gerald J. Ford and J. Taylor Crandall Join SWS Group Board of Directors DALLAS – August 1, 2011- SWS Group, Inc. (NYSE: SWS) today announced the completion of its $100 million capital raise with Hilltop Holdings Inc. (NYSE: HTH) and Oak Hill Capital Par

August 1, 2011 EX-4.2

WARRANT to purchase Shares of Common Stock (or Series A Preferred Stock, in certain circumstances in accordance herewith) dated as of July 29, 2011 SWS GROUP, INC. a Delaware Corporation

EX-4.2 4 dex42.htm WARRANT TO PURCHASE UP TO 8,419,148 SHARES OF COMMON STOCK Exhibit 4.2 THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE

August 1, 2011 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 reported) July 29, 2011 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commission File Numb

August 1, 2011 EX-4.1

WARRANT to purchase Shares of Common Stock (or Series A Preferred Stock, in certain circumstances in accordance herewith) dated as of July 29, 2011 SWS GROUP, INC. a Delaware Corporation

Warrant to purchase up to 8,695,652 shares of Common Stock Exhibit 4.1 THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR

August 1, 2011 EX-4.4

INVESTORS RIGHTS AGREEMENT SWS GROUP, INC., HILLTOP HOLDINGS INC. OAK HILL CAPITAL PARTNERS III, L.P., and OAK HILL CAPITAL MANAGEMENT PARTNERS III, L.P. Dated as of July 29, 2011 TABLE OF CONTENTS Page Section 1. Definitions 1 Section 2. Board of Di

Investor Rights Agreement Exhibit 4.4 INVESTORS RIGHTS AGREEMENT between SWS GROUP, INC., HILLTOP HOLDINGS INC. OAK HILL CAPITAL PARTNERS III, L.P., and OAK HILL CAPITAL MANAGEMENT PARTNERS III, L.P. Dated as of July 29, 2011 TABLE OF CONTENTS Page Section 1. Definitions 1 Section 2. Board of Directors 3 Section 3. [Reserved] 5 Section 4. Participation Rights 5 Section 5. Transfer Restrictions 7 S

August 1, 2011 EX-10.1

$100,000,000 CREDIT AGREEMENT SWS GROUP, INC., as Borrower, The Subsidiaries of SWS Group, Inc. from Time to Time Parties Hereto, as Guarantors, The Several Lenders from Time to Time Parties Hereto, Hilltop Holdings Inc., as Administrative Agent Date

Credit Agreement Exhibit 10.1 $100,000,000 CREDIT AGREEMENT among SWS GROUP, INC., as Borrower, The Subsidiaries of SWS Group, Inc. from Time to Time Parties Hereto, as Guarantors, The Several Lenders from Time to Time Parties Hereto, and Hilltop Holdings Inc., as Administrative Agent Dated as of July 29, 2011 TABLE OF CONTENTS Page SECTION 1. DEFINITIONS 1 1.1 Defined Terms 1 1.2 Other Definition

August 1, 2011 EX-3.1

CERTIFICATE OF DESIGNATIONS NON-VOTING PERPETUAL PARTICIPATING PREFERRED STOCK SERIES A SWS GROUP, INC. Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware

Certificate of Designations of Non-Voting Perpetual Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF NON-VOTING PERPETUAL PARTICIPATING PREFERRED STOCK SERIES A OF SWS GROUP, INC. Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware SWS GROUP INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”), in accordance with the provisions

August 1, 2011 EX-4.3

WARRANT to purchase Shares of Common Stock (or Series A Preferred Stock, in certain circumstances in accordance herewith) dated as of July 29, 2011 SWS GROUP, INC. a Delaware Corporation

Exhibit 4.3 THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT

June 29, 2011 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2010 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-19483 A. Full title of

June 24, 2011 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 reported) June 23, 2011 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commission File Numb

May 18, 2011 8-K

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 reported) May 18, 2011 SWS GROUP, INC. (Exa

Form 8-K 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 reported) May 18, 2011 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-19483 75-2040825 (State or other jurisdiction of incorporation) (Commission F

May 18, 2011 EX-99.1

SWS Group Stockholders Approve $100 Million Capital Raise with Hilltop Holdings and Oak Hill Capital Partners

Exhibit 99.1 SWS Group Stockholders Approve $100 Million Capital Raise with Hilltop Holdings and Oak Hill Capital Partners DALLAS ? May 18, 2011- SWS Group, Inc. (NYSE: SWS) announced that at the Company?s special meeting of stockholders held today, SWS Group?s stockholders voted to approve the proposed $100 million capital raise with Hilltop Holdings Inc. (NYSE: HTH) and Oak Hill Capital Partners

May 5, 2011 8-K

Financial Statements and Exhibits, Other Events

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 reported) May 5, 2011 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-19483 75-2040825 (State or other jurisdiction of incorporation) (Commission File Number)

May 5, 2011 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities 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 of the Commission Only (as permitted by Rule 14a-6(e)

May 5, 2011 EX-99.1

ISS AND GLASS LEWIS RECOMMEND SWS GROUP STOCKHOLDERS VOTE “FOR” PROPOSED $100 MILLION CAPITAL RAISE

Exhibit 99.1 For Immediate Release ISS AND GLASS LEWIS RECOMMEND SWS GROUP STOCKHOLDERS VOTE “FOR” PROPOSED $100 MILLION CAPITAL RAISE DALLAS – May 5, 2011- SWS Group, Inc. (NYSE: SWS) today announced that two of the nation’s leading proxy advisory firms, Institutional Shareholder Services (“ISS”) and Glass Lewis & Co. (“Glass Lewis”), recommend that SWS Group stockholders vote “FOR” the issuance

May 4, 2011 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

May 4, 2011 DEFA14A

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities 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)

May 4, 2011 8-K

Financial Statements and Exhibits, Other Events

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 reported) May 3, 2011 SWS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-19483 75-2040825 (State or other jurisdiction of incorporation) (Commission File Number)

May 4, 2011 EX-99.1

SWS GROUP BOARD UNANIMOUSLY REJECTS REVISED, UNSOLICITED CONDITIONAL PROPOSAL FROM STERNE AGEE Reaffirms $100 Million Capital Raise as Best Means to Ensure Long-Term Strength

Exhibit 99.1 SWS GROUP BOARD UNANIMOUSLY REJECTS REVISED, UNSOLICITED CONDITIONAL PROPOSAL FROM STERNE AGEE Reaffirms $100 Million Capital Raise as Best Means to Ensure Long-Term Strength DALLAS, TEXAS, May 3, 2011 ? SWS Group, Inc. (NYSE: SWS), today announced that in a private letter sent on April 28, 2011, Sterne Agee revised its previous unsolicited proposal to acquire all outstanding common s

May 4, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

May 4, 2011 EX-99.2

April 28, 2011

Exhibit 99.2 April 28, 2011 Mr. Don A Buchholz Chairman of the Board SWS Group, Inc. 1201 Elm Street Suite 3500 Dallas, Texas 75270-2180 Dear Mr. Buchholz: I am writing in response to your letter dated March 18, 2011 and to increase Sterne Agee Group, Inc.?s offer to acquire 100% of SWS Group, Inc.?s common stock to $7.50 per share in cash. I am disappointed that you and your Board of Directors re

May 3, 2011 EX-99.1

SWS Group, Inc. Reports Third Quarter Fiscal 2011 Results Planned Capital Raise Will Address Asset Quality Issues

Exhibit 99.1 SWS Group, Inc. Reports Third Quarter Fiscal 2011 Results Planned Capital Raise Will Address Asset Quality Issues DALLAS, May 3, 2011 ? SWS Group, Inc. (NYSE: SWS) today announced a net loss of $2.1 million, or $0.07 per diluted share, on net revenues of $77.9 million for its fiscal 2011 third quarter ended March 25, 2011, compared with a net loss of $11.5 million, or $0.35 per dilute

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