UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

(a)  Includes 8,695,652 shares of common stock that are acquirable upon the exercise of a warrant.  The warrant is exercisable at any time for five years from the date of original issuance, but will expire to the extent that SWS Group, Inc. prepays the loan made to it by Hilltop Holdings Inc. and the holder does not exercise a corresponding portion of the warrant.  The exercise price and number of shares of common stock acquirable upon exercise of the warrant is subject to adjustment as set forth in the warrant.

 

(b)  Based upon 33,014,451 shares of common stock of SWS Group, Inc. outstanding on October 31, 2013, as disclosed in the Issuer’s Form 10-Q for the period ending September 30, 2013.  Shares issuable pursuant to the warrant are treated as if outstanding for computing the percentage ownership of Hilltop Holdings Inc., but are not treated as outstanding for purposes of computing the percentage ownership of any other person.

 

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SCHEDULE 13D

 

 

This Amendment No. 3 to Schedule 13D amends and supplements the Schedule 13D filed by Hilltop Holdings Inc. with the Securities and Exchange Commission (the “Commission”) on August 8, 2011, as amended and supplemented by Amendment No. 1 to Schedule 13D filed with the Commission on September 16, 2011 and Amendment No. 2 to Schedule 13D filed with the Commission on December 1, 2011 (as amended and supplemented, collectively, this “Schedule 13D”), relating to the common stock, $0.10 par value per share, of SWS Group, Inc., a Delaware corporation (the “Company” or the “Issuer”).  Initially capitalized terms used herein that are not otherwise defined herein shall have the same meanings attributed to them in the Schedule 13D.  Except as expressly provided for herein, all Items of the Schedule 13D remain unchanged.

 

Item 2.                                 Identity and Background

 

Item 2 is hereby amended and restated in its entirety to read as follows:

 

(a)                                 The name of the person filing this Schedule 13D is Hilltop Holdings Inc. (the “Reporting Person”).  The name, business address, present principal occupation or employment, the name, principal business and address of such employer and citizenship of each director and executive officer of the Reporting Person are set forth on Schedule A (collectively, the “Named Individuals”).  Each of the Named Individuals expressly disclaims beneficial ownership of the shares of Common Stock referred to herein, except to the extent of their pecuniary interest therein.

 

(b)                                 The Reporting Person’s principal business address and address of its principal office is 200 Crescent Court, Suite 1330, Dallas, Texas 75201.

 

(c)                                  The Reporting Person is a financial holding company that has endeavored, and continues to endeavor, to make acquisitions or effect business combinations.  In connection with this strategy, on May 8, 2012 the Reporting Person entered into a definitive agreement and plan of merger with PlainsCapital Corporation, pursuant to which the Reporting Person acquired PlainsCapital Corporation on November 30, 2012 (the “Merger”).  Concurrent with the consummation of the Merger, the Reporting Person became a financial holding company registered under the Bank Holding Company Act of 1956, as amended by the Gramm-Leach-Bliley Act of 1999.  Prior to the consummation of the Merger, the Reporting Person’s primary operations were to provide fire and homeowners insurance to low value dwellings and manufactured homes primarily in Texas and other areas of the south, southeastern and southwestern United States through the Reporting Person’s wholly owned property and casualty insurance holding company, National Lloyds Corporation.  Following the Merger on November 30, 2012, the Reporting Person’s primary line of business is the Reporting Person’s wholly owned bank subsidiary, PlainsCapital Bank.

 

(d)                                 To the best knowledge of the Reporting Person and the Named Individuals, neither the Reporting Person nor any Named Individuals has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)                                  To the best knowledge of the Reporting Person and the Named Individuals, neither the Reporting Person nor any Named Individual has, during the last five years, been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f)                                   The Reporting Person is a Maryland corporation.

 

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Item 3.                                 Source and Amount of Funds or Other Consideration

 

Item 3 is hereby supplemented to add the following:

 

The Reporting Person intends to finance the cash component, if any, of the transactions described in Item 4 below with its available working capital.

 

Item 4.                                 Purpose of Transaction

 

Item 4 is hereby supplemented to add the following:

 

On January 9, 2014, the Reporting Person delivered to the Company’s President and Chief Executive Officer a letter proposing a transaction in which the public stockholders of the Company would receive $7.00 per share in a mix of cash and the Reporting Person’s common stock.  The Reporting Person expects to engage in discussions with the Company’s management, board of directors, stockholders and other relevant parties regarding the potential transaction and the business, operations, board composition, management, strategy and future plans of the Issuer, to the extent permitted under the Rebuttal of Control, and seeks to consummate the proposed transaction as promptly as practicable.  The Reporting Person may engage in discussions with Oak Hill Capital Partners III and Oak Hill Capital Management Partners III, L.P. and their respective affiliates (collectively, “Oak Hill”) regarding the potential purchase by the Reporting Person or its affiliates or the restructuring of Oak Hill’s loan to the Company pursuant to the credit agreement dated July 29, 2011 and the related warrant to purchase the Company’s common shares.  No binding obligation on the part of the Reporting Person with respect to the proposed transaction will arise unless and until a definitive agreement is executed and delivered.  A copy of the letter is attached hereto as Exhibit 99.4 and is incorporated herein by reference.  The Reporting Person issued a press release on January 10, 2014 announcing the delivery of the letter, which is attached hereto as Exhibit 99.5 and is incorporated herein by reference.

 

Item 5.                             Interest in Securities of the Issuer

 

Item 5 is hereby amended and restated in its entirety to read as follows:

 

(a)                                 As of January 9, 2014, the Reporting Person was the beneficial owner of 10,171,039 shares of Common Stock, which represents 24.4% of the Common Stock.  This includes 8,695,652 shares of Common Stock (and, in some cases, the Series A Preferred Stock) that are acquirable upon the exercise of a warrant issued to the Reporting Person by the Company.  The warrant is exercisable at any time for five years from the date of original issuance, but will expire to the extent that the Company prepays the loan made to it by the Reporting Person and the holder does not exercise a corresponding portion of the warrant.  The exercise price and number of shares of Common Stock acquirable upon exercise of the warrant is subject to adjustment as set forth in the warrant.  Other than Mr. Gerald Ford’s direct ownership of 19,925 restricted shares of Common Stock (of which 13,962 are vested and 5,963 are unvested and scheduled to vest on November 14, 2014), to the best knowledge of the Reporting Person, none of the other Named Individuals beneficially owns any shares of Common Stock.  The foregoing reported percentage ownership is based upon 33,014,451 shares of Common Stock outstanding on October 31, 2013, as reported in the Issuer’s Form 10-Q for the period ending September 30, 2013.  Shares issuable pursuant to the warrant are treated as if outstanding for computing the percentage ownership of the Reporting Person, but are not treated as outstanding for purposes of computing the percentage ownership of any other person.

 

(b)                                 Until shares of Common Stock are acquired upon exercise of the warrant (and, in some cases, conversion of the Series A Preferred Stock), those shares are not entitled to vote.  The Reporting Person has the sole power to vote, or to direct the vote of, and the sole power to dispose, or to direct the disposition of, the shares of Common Stock, the warrant and the shares of Common Stock acquirable upon exercise of the warrant (and, in some cases, the Series A Preferred Stock) reported in this Schedule 13D.  The Named Individuals may be deemed to have beneficial ownership of these securities.  The Named Individuals disclaim beneficial ownership of these securities, except to the extent of their respective pecuniary interests therein.

 

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(c)                                  Except for the grant of 7,231 restricted shares of Common Stock on November 21, 2012 and 5,963 restricted shares of Common Stock on November 14, 2013 to Mr. Gerald Ford by the Company for his service on the Board of Directors of the Company, the Reporting Person has not, and to the Reporting Person’s knowledge, without independent verification, none of the Named Individuals have, effected any transactions in the securities of the Company since the filing by the Reporting Person of the Amendment No. 2 to Schedule 13D on December 1, 2011.

 

(d)                                 Other than the Reporting Person, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer owned by the Reporting Person referred to in this Item 5.

 

(e)                                  Not applicable.

 

Item 7.                                 Material to be Filed as Exhibits

 

Item 7 is hereby amended and supplemented as follows:

 

99.4                                                                                                Letter dated January 9, 2014

 

99.5                                                                                                Press Release issued by Hilltop Holdings Inc. on January 10, 2014

 

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SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date:  January 10, 2014

 

 

	HILLTOP HOLDINGS INC., a Maryland Corporation
	By:	/s/ COREY G. PRESTIDGE
	Name:	Corey G. Prestidge
	Title:	General Counsel & Secretary

 

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Schedule A

 

DIRECTORS AND EXECUTIVE OFFICERS OF

HILLTOP HOLDINGS INC.

 

Name		Business Address		Relationship to Hilltop		Present Principal Occupation Including Name and Address (if different) of Employer		Citizenship
Gerald J. Ford		200 Crescent Court Suite 1350 Dallas, TX 75201		Chairman		Co-Managing Member of Ford Financial Fund II, L.P.		USA
Charlotte Jones Anderson		One Cowboys Parkway Irving, TX 75063		Director		Executive Vice President, Brand Management and President of Charities of the Dallas Cowboys Football Club, Ltd.		USA
Rhodes Bobbitt		None		Director		Retired		USA
Tracy A. Bolt		6050 Southwest Blvd, Suite 300 Fort Worth, TX 76109		Director		Partner of Hartman Leito & Bolt, LLP		USA
W. Joris Brinkerhoff		None		Director		Manager of family business interests		USA
Charles R. Cummings		301 Commerce Street, Suite 1405 Fort Worth, TX 76102		Director		President and CEO of CB Resources LLC		USA
Hill A. Feinberg		325 North St. Paul Street, Suite 800 Dallas, TX 75201		Chief Executive Officer of First Southwest Company and Director		Chief Executive Officer of First Southwest Company		USA
Jeremy B. Ford		200 Crescent Court Suite 1330 Dallas, TX 75201		President, CEO, and Director		President, CEO, and Director at Hilltop Holdings Inc.		USA
J. Markham Green		None		Director		Private Investor		USA
Jess T. Hay		None		Director		Retired		USA
William T. Hill Jr.		None		Director		Law Firm of William T. Hill, Jr.		USA
James R. Huffines		2323 Victory Avenue Suite 1400 Dallas, TX 75219		Executive Vice President, Chief Operating Officer of PlainsCapital Corporation and Director		Executive Vice President, Chief Operating Officer of PlainsCapital Corporation		USA
Lee Lewis		P.O. Box 65197 Lubbock, TX 79464		Director		Chief Executive Officer of Lee Lewis Construction, Inc.		USA

 

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Andrew J. Littlefair		4675 MacArthur Court, Suite 800 Newport Beach, CA 92660		Director		President and Chief Executive Officer of Clean Energy Fuels Corp.		USA
W. Robert Nichols III		None		Director		President of Nichols Management		USA
C. Clifton Robinson		900 Austin Avenue, 12th Floor Waco, TX 767012		Director		Family Investments		USA
Kenneth D. Russell		200 Crescent Court Suite 1350 Dallas, TX 75201		Director		Financial Advisor at Diamond A Administration Company, LLC, an affiliate of Gerald J. Ford		USA
A. Haag Sherman		None		Director		Owner of Sherman LP		USA
Robert C. Taylor, Jr.		7830 Orlando Avenue Lubbock, TX 79423		Director		Chief Executive Officer of United Supermarkets, LLC		USA
Carl B. Webb		200 Crescent Court Suite 1350 Dallas, TX 75201		Director		Co-Managing Member of Ford Financial Fund II, L.P.		USA
Alan B. White		2323 Victory Avenue Suite 1400 Dallas, TX 75219		Chief Executive Officer of PlainsCapital Corporation and Director		Chief Executive Officer of PlainsCapital Corporation		USA
Darren Parmenter		200 Crescent Court Suite 1330 Dallas, TX 75201		SVP Finance		SVP Finance at Hilltop Holdings Inc.		USA
Corey G. Prestidge		200 Crescent Court Suite 1330 Dallas, TX 75201		General Counsel and Secretary		General Counsel and Secretary at Hilltop Holdings Inc.		USA
Todd L. Salmans		18111 Preston Road, Suite 900 Dallas, TX 75272		President and Chief Executive Officer of PrimeLending		President and Chief Executive Officer of PrimeLending		USA
Jerry L. Schaffner		2323 Victory Avenue Suite 1400 Dallas, TX 75219		President and Chief Executive Officer of PlainsCapital Bank		President and Chief Executive Officer of PlainsCapital Bank		USA

 

8

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 and have genuine respect for your employees and board.  Therefore, we are excited to communicate our interest in merging SWS into Hilltop and outline the significant terms of our proposal.  As our businesses are highly complementary, we believe that a combination will generate significant benefits for both of our customers, employees and stockholders.

 

Hilltop, a public financial holding company, currently has over $9 billion in assets, $1.2 billion of equity, approximately 4,750 employees and significant excess capital.  Through our operating companies, we have four business segments—banking, mortgage origination, financial advisory and insurance.  Hilltop is led by its Chairman, Gerald J. Ford, who has an established track record of acquiring financial institutions and creating substantial stockholder value.  Our 24% beneficial ownership interest in SWS is important to us, as it prompted our desire to build a premier Texas-based bank and prominent diversified financial services company.  Since, Hilltop has been very active, completing the acquisition of PlainsCapital Corporation in November 2012 and the FDIC-assisted acquisition of First National Bank of Edinburg in September 2013.

 

We believe that a combination would provide strategic benefits to both SWS and Hilltop.  The merger of First Southwest and Southwest Securities would create the dominant Texas-based broker/dealer with significant strengths in municipal finance and clearing.  The combined broker/dealer will be well positioned to compete and grow on an expanded platform.  Upon merging the two banks, PlainsCapital Bank would become the 4th largest Texas-based bank by deposits.  Hilltop’s capital position would maintain the strength of the combined bank and provide opportunities for loan growth.  Additionally, SWS stockholders would benefit from Hilltop’s diversified and profitable operating segments.

 

Our proposal is to acquire all of the outstanding SWS common stock that Hilltop does not already own for $7.00 per share in 50% cash and 50% stock.  We believe that our proposal offers compelling value for SWS stockholders, as it provides a premium to market, immediate and certain value with the cash consideration and the opportunity to participate in the success of the combined company through our stock.

 

 

Our proposal is subject to the approval of the SWS board of directors, the execution of a definitive agreement and subsequent approval by SWS stockholders. There will not be a financing contingency or any required approvals by Hilltop stockholders.  Our transaction, however, will be further subject to customary and usual closing conditions, including obtaining required approvals from regulators.  Due to our existing investment, we do not anticipate significant due diligence or any obstacles in consummating a mutually beneficial transaction promptly.

 

The proposed transaction also will require the consent of Oak Hill Capital Partners pursuant to existing debt and related agreements with SWS.  Accordingly, any transaction will be subject to such consent and the restructuring of the existing debt and related agreements or, in the alternative, the exercise of their warrant.  We intend to commence those discussions with Oak Hill immediately.

 

Consistent with our obligations under the U.S. federal securities laws, this letter will become publicly available when we file it with an amendment to our Schedule 13D.

 

We look forward to further discussing our proposal with you, and hope to expeditiously enter into a definitive agreement.

 

 

	Very truly yours,
	/s/ Jeremy B. Ford
	Jeremy B. Ford
	President & Chief Executive Officer

 

2

Exhibit 99.5

 

FOR IMMEDIATE RELEASE

Investor Relations Contact:

Isabell Novakov, 214-252-4029

PlainsCapital Corporation
inovakov@plainscapital.com

 

Media Contact:

Carol Towne, 214-252-4142

PlainsCapital Corporation

ctowne@plainscapital.com

 

HILLTOP HOLDINGS INC. PROPOSES

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

 

Dallas, TX, January 10, 2014 — Hilltop Holdings Inc. (NYSE: HTH) submitted a written proposal to the SWS Group, Inc. Board of Directors to acquire all of the outstanding shares of SWS that it does not already own for $7.00 per share in 50% cash and 50% Hilltop common stock.

 

In 2011, Hilltop invested $50 million in SWS in the form of a senior unsecured loan.  At the time of Hilltop’s investment, Hilltop’s Chairman, Gerald J. Ford, joined the Board of Directors of SWS and Hilltop’s President and Chief Executive Officer, Jeremy B. Ford, became a non-voting observer to the SWS board.  In conjunction with Hilltop’s investment in SWS, SWS issued Hilltop a warrant to purchase 8,695,652 common shares of SWS at an exercise price of $5.75 per share.  Hilltop currently beneficially owns 24% of SWS common stock, inclusive of the warrant.

 

Mr. Gerald J. Ford said, “We believe that Hilltop’s and SWS’s businesses are highly complementary, and that the proposed transaction is a compelling opportunity for SWS’s stockholders, as well as its employees and customers.  The transaction represents a premium to market for SWS stockholders, while also enabling stockholders to participate in the continued growth of the combined enterprise.  In addition, we believe it will create benefits from being part of a larger organization that is strongly capitalized and positioned to compete on an expanded scale.”

 

Hilltop management has a track record of successfully executing acquisitions and integrating new assets, operations and personnel, including its acquisition of PlainsCapital Corporation completed in December 2012 and the FDIC-assisted acquisition of First National Bank of Edinburg in September 2013.  Hilltop currently has over $9 billion in assets, $1.2 billion of equity and approximately 4,750 employees.

 

Hilltop is prepared to expeditiously negotiate a definitive acquisition agreement with the SWS Board of Directors.  Stephens Inc. is serving as financial advisor to Hilltop and Wachtell, Lipton, Rosen & Katz is serving as legal counsel to Hilltop.

 

 

The letter that Hilltop sent today to the SWS Board of Directors follows:

 

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 your employees and board.  Therefore, we are excited to communicate our interest in merging SWS into Hilltop and outline the significant terms of our proposal.  As our businesses are highly complementary, we believe that a combination will generate significant benefits for both of our customers, employees and stockholders.

 

Hilltop, a public financial holding company, currently has over $9 billion in assets, $1.2 billion of equity, approximately 4,750 employees and significant excess capital.  Through our operating companies, we have four business segments—banking, mortgage origination, financial advisory and insurance.  Hilltop is led by its Chairman, Gerald J. Ford, who has an established track record of acquiring financial institutions and creating substantial stockholder value.  Our 24% beneficial ownership interest in SWS is important to us, as it prompted our desire to build a premier Texas-based bank and prominent diversified financial services company.  Since, Hilltop has been very active, completing the acquisition of PlainsCapital Corporation in November 2012 and the FDIC-assisted acquisition of First National Bank of Edinburg in September 2013.

 

We believe that a combination would provide strategic benefits to both SWS and Hilltop.  The merger of First Southwest and Southwest Securities would create the dominant Texas-based broker/dealer with significant strengths in municipal finance and clearing.  The combined broker/dealer will be well positioned to compete and grow on an expanded platform.  Upon merging the two banks, PlainsCapital Bank would become the 4th largest Texas-based bank by deposits.  Hilltop’s capital position would maintain the strength of the combined bank and provide opportunities for loan growth.  Additionally, SWS stockholders would benefit from Hilltop’s diversified and profitable operating segments.

 

Our proposal is to acquire all of the outstanding SWS common stock that Hilltop does not already own for $7.00 per share in 50% cash and 50% stock.  We believe that our proposal offers compelling value for SWS stockholders, as it provides a premium to market, immediate and certain value with the cash consideration and the opportunity to participate in the success of the combined company through our stock.

 

Our proposal is subject to the approval of the SWS board of directors, the execution of a definitive agreement and subsequent approval by SWS stockholders. There will not be a financing contingency or any required approvals by Hilltop stockholders.  Our transaction, however, will be further subject to customary and usual closing conditions, including obtaining required approvals from regulators.  Due to our existing investment, we do not anticipate significant due diligence or any obstacles in consummating a mutually beneficial transaction promptly.

 

The proposed transaction also will require the consent of Oak Hill Capital Partners pursuant to existing debt and related agreements with SWS.  Accordingly, any transaction will be subject to such consent and the restructuring of the existing debt and related agreements or, in the

 

 

alternative, the exercise of their warrant.  We intend to commence those discussions with Oak Hill immediately.

 

Consistent with our obligations under the U.S. federal securities laws, this letter will become publicly available when we file it with an amendment to our Schedule 13D.

 

We look forward to further discussing our proposal with you, and hope to expeditiously enter into a definitive agreement.

 

ABOUT HILLTOP

 

Hilltop is a Dallas-based financial holding company. Through its wholly owned subsidiary, PlainsCapital Corporation, a regional commercial banking franchise, it has three operating subsidiaries: PlainsCapital Bank, PrimeLending, and First Southwest Company. Through Hilltop’s other wholly owned subsidiary, National Lloyds Corporation, it provides property and casualty insurance through two insurance companies, National Lloyds Insurance Company and American Summit Insurance Company. At September 30, 2013, Hilltop employed approximately 4,750 people and operated approximately 400 locations in 45 states. Hilltop’s common stock is listed on the New York Stock Exchange under the symbol “HTH.” Find more information at hilltop-holdings.com and plainscapital.com.

 

FORWARD-LOOKING STATEMENTS

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Hilltop’s actual results, performance or achievements to be materially different from any expected future results, performance or achievements.  Forward-looking statements speak only as of the date they are made and, except as required by law; Hilltop does not assume any duty to update forward-looking statements.  Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving Hilltop and SWS, including future financial and operating results, the combined company’s plans, objectives, expectations and intentions and other statements that are not historical facts.  The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: (i) the possibility that no agreement is entered into with respect to a transaction, (ii) if an agreement is entered into, the transaction does not close when expected or at all because required regulatory, stockholder or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all, (iii) changes in Hilltop’s stock price before closing, including as a result of SWS’s earnings, broader stock market movements, and the performance of financial companies and peer group companies, (iv) the risk that the benefits from the transaction, if consummated, may not be fully realized or may take longer to realize than expected, including as a result of changes in general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which SWS operates, (v) the ability to promptly and effectively integrate the businesses of Hilltop and SWS, (vi) the reaction of the companies’ stockholders, customers, employees and counterparties to the proposed transaction,

 

 

and (vi) diversion of management time on transaction-related issues.  For more information, see the risk factors described in Hilltop’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission (“SEC”).

 

ADDITIONAL INFORMATION

 

In connection with the proposed transaction, Hilltop expects to file with the SEC a registration statement on Form S-4 containing a proxy statement/prospectus and other relevant documents regarding the proposed transaction.  The definitive proxy statement/prospectus will be mailed to stockholders of SWS.  INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.  You may obtain a free copy of the proxy statement/prospectus (if and when it becomes available) and other relevant documents filed by Hilltop with the SEC at the SEC’s website at www.sec.gov.  Copies of the documents filed by Hilltop with the SEC will be available free of charge on Hilltop’s website at www.hilltop-holdings.com or by contacting Investor Relations at 214-252-4029.

 

Hilltop and its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction.  You can find information about Hilltop’s executive officers and directors in Hilltop’s Annual Report on Form 10-K filed with the SEC on March 15, 2013 (as it may be amended from time to time) and its definitive proxy statement filed with the SEC on April 30, 2013.  Additional information regarding the interests of such potential participants will be included in the proxy statement/prospectus and other relevant documents filed with the SEC if and when they become available.  Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions.  You may obtain free copies of these documents from Hilltop using the sources indicated above.

 

This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.