0000950103-15-000014.txt : 20150102 0000950103-15-000014.hdr.sgml : 20150102 20150102132552 ACCESSION NUMBER: 0000950103-15-000014 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150101 FILED AS OF DATE: 20150102 DATE AS OF CHANGE: 20150102 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Hilltop Securities Holdings LLC CENTRAL INDEX KEY: 0000878520 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 752040825 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: SUITE 3500 STREET 2: 1201 ELM STREET CITY: DALLAS STATE: TX ZIP: 75270 BUSINESS PHONE: 2146511800 MAIL ADDRESS: STREET 1: SUITE 3500 STREET 2: 1201 ELM STREET CITY: DALLAS STATE: TX ZIP: 75270 FORMER COMPANY: FORMER CONFORMED NAME: SWS GROUP INC DATE OF NAME CHANGE: 20021003 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHWEST SECURITIES GROUP INC DATE OF NAME CHANGE: 19930328 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LITTON RICHARD H CENTRAL INDEX KEY: 0001249599 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19483 FILM NUMBER: 15500966 MAIL ADDRESS: STREET 1: 1201 ELM STREET STE 3500 CITY: DALLAS STATE: TX ZIP: 75270 4 1 dp52207_4-litton.xml OWNERSHIP DOCUMENT X0306 4 2015-01-01 1 0000878520 Hilltop Securities Holdings LLC SWS 0001249599 LITTON RICHARD H 1201 ELM STREET SUITE 3500 DALLAS TX 75270 0 1 0 0 Executive Vice President Common Stock $.10 Par Value 2015-01-01 4 D 0 111527 D 52947 D Common Stock $.10 Par Value 2015-01-01 4 D 0 52947 D 0 D Deferred Compensation Phantom Stock 2015-01-01 4 D 0 747 0 D Common Stock $.10 Par Value 747 0 D As of the effective time (the "Effective Time") of the transactions contemplated by the Agreement and Plan of Merger by and among the Issuer, Hilltop Holdings Inc. ("Hilltop"), and Peruna LLC, dated as of March 31, 2014 (the "Merger Agreement"), pursuant to the terms of the Merger Agreement, each share of the Issuer's common stock held by the reporting person (other than any restricted share of the Issuer's common stock granted to the reporting person following the date of the Merger Agreement) that was outstanding as of immediately prior to the Effective Time was converted into the right to receive (a) 0.2496 shares of Hilltop common stock and (b) $1.94 in cash, without interest. As of the Effective Time, pursuant to the terms of the Merger Agreement, each restricted share of the Issuer's common stock granted to the reporting person following the date of the Merger Agreement was converted into the right to receive 0.3465 restricted shares of Hilltop common stock. Following the Effective Time, such restricted shares will continue to vest in accordance with their original schedules and will vest (i) in full upon (x) termination of employment by the employer without "cause" or (y) a change of control event (other than the consummation of the transactions contemplated by the Merger Agreement) and (ii) on a pro-rated basis upon termination of employment due to the reporting person's death or disability. As of the Effective Time, pursuant to the terms of the Merger Agreement, each deferred share of the Issuer's common stock reflected in the reporting person's account under the Issuer's deferred compensation plans was converted into 0.3328 deferred shares of Hilltop common stock. Following the Effective Time, any such deferred shares that were not vested as of the Effective Time will continue to vest in accordance with their original schedules and will vest in full on termination of employment by the employer without "cause". /s/ Allen R. Tubb, Power of Attorney 2015-01-02 EX-24 2 dp52207_ex24.htm EXHIBIT 24
 
 
LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS


The undersigned hereby makes, constitutes and appoints each of Allen R. Tubb and Jeannine Manley, each acting individually, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including any amendments thereto) with respect to the securities of SWS Group, Inc., a Delaware corporation (the “Company”), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”); seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that: this Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information; any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable; neither the Company nor either of such attorneys-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and his Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act.

The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 10th day of October, 2003.


 
/s/ Richard H. Litton
  
 
Signature
  
     
 
Richard H. Litton