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)
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Maryland |
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1-31987 |
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84-1477939 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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200 Crescent Court, Suite 1330 |
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Dallas, Texas |
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75201 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (214) 855-2177
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 8 — Other Events
Item 8.01 Other Events.
On January 9, 2014, Hilltop Holdings Inc. (the “Company”) delivered to the President and Chief Executive Officer of SWS Group, Inc. (“SWS”) a letter proposing a transaction in which the public stockholders of SWS would receive $7.00 per share in a mix of cash and the Company’s common stock. On January 10, 2014, the Company issued a press release announcing the delivery of the proposal letter. A copy of the press release, including the full text of the proposal letter, is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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Exhibit |
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Description of Exhibit |
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99.1 |
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Press Release, dated January 10, 2014. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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HILLTOP HOLDINGS INC., | |
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a Maryland corporation | |
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Date: January 10, 2014 |
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/s/ COREY G. PRESTIDGE |
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Name: |
Corey G. Prestidge |
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Title: |
General Counsel & Secretary |