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)	(Commission File Number)	(IRS Employer Identification No.)

1201 Elm Street, Suite 3500

Dallas, Texas 75270

(Address of principal executive offices and zip code)

(214) 859-1800

(Registrant’s telephone number, including area code)

N/A

(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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Item 8.01 Other Events.

On January 14, 2013, Southwest Securities, FSB (the “Bank”), a wholly-owned subsidiary of SWS Group, Inc. (“Company”), announced that the Office of the Comptroller of the Currency (“OCC”) had terminated the Order to Cease and Desist (“Order”) that the Bank entered into on February 4, 2011 with the Office of Thrift Supervision (“OTS”). The Order was administered by the OCC as the successor to the OTS. A copy of the press release is attached hereto as Exhibit 99.1.

The Bank will continue to remain subject to compliance with regulatory requirements including minimum capital ratios and liquidity requirements as well as adherence to its business plan regarding, among other things, growth of assets and expansion of products or services.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 Press Release issued by the Company on January 15, 2013.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SWS GROUP, INC.
Date: January 15, 2013	By:	/s/ Stacy M. Hodges
		Stacy M. Hodges
		Chief Financial Officer

3

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Press Release issued by the Company on January 15, 2013

4

EX-99.1

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 subsidiary, Southwest Securities, FSB (the “Bank”), has been operating since February 2011.

“We are very pleased that the OCC has recognized the hard work our Bank team has done to reduce classified assets and improve the credit quality of our loan book while maintaining profitability,” said James H. Ross, President and Chief Executive Officer of SWS Group. “This important milestone demonstrates the effectiveness of our efforts to build Southwest Securities, FSB into a stronger, more diversified bank. We remain focused on implementing our plans to expand the Bank’s role as a leading lender throughout the markets we serve.”

The Bank entered into the Order with the Office of Thrift Supervision (the “OTS”) on February 4, 2011. Since that time, SWS Group has remained in full compliance with the terms of the Order and has made significant progress in its efforts to strengthen the Bank and position it for long-term success. Notably, the Bank has reduced classified assets by more than 60 percent, from their peak of $273.4 million at December 31, 2010, to $100.7 million at September 30, 2012, and improved its Tier 1 core capital ratio to 12.7 percent and total-risk based capital ratio to 19.2 percent, as of September 30, 2012, increases from 9.4 percent and 14.0 percent, respectively, as of December 31, 2010. The Order had been enforced by the OCC, as the successor to the OTS, since July 2011.

(more)

SWS Announces Lifting of C&D /2

About SWS Group

SWS Group, Inc. is a Dallas-based company offering a broad range of investment and financial services through its subsidiaries. The Company’s common stock is listed and traded on the New York Stock Exchange under the symbol SWS. SWS Group, Inc. subsidiaries include Southwest Securities, Inc., a national clearing firm, registered investment adviser and registered broker-dealer; SWS Financial Services, Inc., a registered investment adviser and a registered broker-dealer serving independent securities brokers and their clients; and Southwest Securities, FSB, one of the largest banks headquartered in the Dallas-Fort Worth metropolitan area.

###

Contact: Ben Brooks, Corporate Communications, 214-859-6351, bdbrooks@swst.com