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 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 February 18, 2014, SWS Group, Inc. (“SWS”) issued a press release confirming that the Special Committee of the Board of Directors of SWS received an unsolicited acquisition proposal from Esposito Global to acquire all the outstanding common shares of SWS for $8.00 per share in cash.

There can be no assurance that a transaction with Esposito Global or any other party will be approved or consummated. SWS does not intend to disclose developments regarding these matters unless and until a determination is made that disclosure is necessary or appropriate.

A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01(d). Exhibits.

Exhibit 99.1 Press Release issued by SWS on February 18, 2014.

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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: February 20, 2014	By:	/s/ J. Michael Edge
		J. Michael Edge
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Press Release issued by SWS on February 18, 2014.

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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 previously announced, on January 10, 2014, SWS Group received an unsolicited acquisition proposal from Hilltop Holdings Inc. (NYSE: HTH) to acquire the outstanding common stock that Hilltop does not already own for $7.00 per share in 50% cash and 50% Hilltop common stock. On February 3, 2014, the Company announced that it had formed a Special Committee, comprised of independent directors not affiliated with Hilltop Holdings or Oak Hill Capital Partners, to review Hilltop’s unsolicited acquisition proposal.

Consistent with its fiduciary duties and in consultation with its financial and legal advisors, the Special Committee will review both the Hilltop Holdings and Esposito Global proposals to determine the course of action that it believes is in the best interests of the Company and its stockholders, and make a recommendation to the Company’s Board of Directors.

There can be no assurance that a transaction with Esposito Global, Hilltop Holdings or any other party will be approved or consummated. The Company does not intend to disclose developments regarding these matters unless and until a determination is made that disclosure is necessary or appropriate.

Sandler O’Neill + Partners, L.P. is serving as the Special Committee’s independent financial advisor and Davis Polk & Wardwell LLP is serving as its independent legal advisor.

(more)

SWS Confirms Receipt of Proposal / 2

About SWS Group

SWS Group, Inc. is a Dallas-based holding 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., SWS Financial Services, Inc., and Southwest Securities, FSB.

Forward-Looking Statements

This news release contains forward-looking statements. Readers are cautioned that any forward-looking statements, including those predicting or forecasting future events or results, which depend on future events for their accuracy, embody projections or assumptions, or express the intent, belief or current expectations of the company or management, are not guarantees of future performance and involve risks and uncertainties. Actual results may differ materially as a result of various factors, some of which are out of the Company’s control, including, but not limited to, volume of trading in securities, volatility of securities prices and interest rates, liquidity in capital and credit markets, availability of lines of credit, customer margin loan activity, creditworthiness of the Company’s correspondents, trading counterparties and customers, demand for housing, general economic conditions, especially in Texas and New Mexico, changes in the commercial lending and regulatory environments and other factors discussed in the Company’s Annual Report on Form 10-K and in the Company’s other reports filed with and available from the Securities and Exchange Commission.

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Contact

Ben Brooks, Corporate Communications (214) 859-6351, bdbrooks@swst.com

or

Steve Frankel / James Golden / Scott Bisang

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449