As filed with the Securities and Exchange Commission on June 6, 2002
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10
Amendment No. 5
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934
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Westwood Holdings Group, Inc.
(Exact name of registrant as specified in its charter)
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Delaware 75-2969997
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
300 Crescent Court, Suite 1300
Dallas, Texas 75201
(214) 756-6900
(Address, including zip code, and telephone number, including area code, of
principal executive offices)
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Securities to be registered pursuant to Section 12(b) of the Act:
Name of exchange on which each
Title of each class to be so registered class is to be registered
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Common Stock, $0.01 par value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None
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Copies of Communications Sent To:
David G. McLane John B. McKnight
Gardere Wynne Sewell LLP Locke Liddell & Sapp LLP
1601 Elm Street, Suite 3000 2200 Ross Avenue, Suite 2200
Dallas, Texas 75201-4761 Dallas, Texas 75201
Telephone: (214) 999-3000 Telephone: (214) 740-8000
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EXPLANATORY NOTE: THIS REGISTRATION STATEMENT HAS BEEN PREPARED ON A
PROSPECTIVE BASIS ON THE ASSUMPTION THAT, AMONG OTHER THINGS, THE SPIN-OFF (AS
DESCRIBED IN THE INFORMATION STATEMENT WHICH IS A PART OF THIS REGISTRATION
STATEMENT) AND THE RELATED TRANSACTIONS CONTEMPLATED TO OCCUR PRIOR TO OR
CONTEMPORANEOUSLY WITH THE SPIN-OFF WILL BE CONSUMMATED AS CONTEMPLATED BY THE
INFORMATION STATEMENT. THERE CAN BE NO ASSURANCE, HOWEVER, THAT ANY OR ALL OF
SUCH TRANSACTIONS WILL OCCUR OR WILL OCCUR AS SO CONTEMPLATED. ANY SIGNIFICANT
MODIFICATIONS OR VARIATIONS IN THE TRANSACTIONS CONTEMPLATED WILL BE REFLECTED
IN AN AMENDMENT OR SUPPLEMENT TO THIS REGISTRATION STATEMENT.
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WESTWOOD HOLDINGS GROUP, INC.
I. INFORMATION INCLUDED IN INFORMATION STATEMENT AND INCORPORATED IN FORM 10 BY
REFERENCE
CROSS-REFERENCE SHEET BETWEEN
INFORMATION STATEMENT AND ITEMS OF FORM 10
Item No. Item Caption Location in Information Statement
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Item 1. Business "Summary," (pg. 1) "Risk Factors," (pg. 6) "Relationship
Between SWS and Westwood After the Spin-off,"
(pg. 25) "Management's Discussion and Analysis of
Financial Condition and Results of Operations," (pg. 32)
"Business" (pg. 40)
Item 2. Financial Information "Selected Consolidated Financial Data," (pg. 30)
"Management's Discussion and Analysis of Financial
Condition and Results of Operations" (pg. 32)
Item 3. Properties "Business - Properties" (pg. 46)
Item 4. Security Ownership of Certain "Principal Stockholders" (pg. 55)
Beneficial Owners and
Management
Item 5. Directors and Executive Officers "Management" (pg. 47)
Item 6. Executive Compensation "Management" (pg. 47)
Item 7. Certain Relationships and Related "Relationship Between SWS and Westwood After the Spin-
Transactions off," (pg. 25) "Certain Relationships and Related
Transactions" (pg. 57)
Item 8. Legal Proceedings "Business - Legal Proceedings" (pg. 46)
Item 9. Market Price and Dividends on the "Summary," (pg. 1) "Risk Factors," (pg. 6) "The Spin-off,"
Registrant's Common Equity (pg. 14) "Dividend Policy," (pg. 29) "Description of
and Related Stockholder Capital Stock" (pg. 58)
Matters
Item 11. Description of Registrant's "Description of Capital Stock" (pg. 58)
Securities to be Registered
Item 12. Indemnification of Directors and "Description of Capital Stock - Liability and
Officers Indemnification of Directors and Officers" (pg. 61)
Item 13. Financial Statements and "Selected Consolidated Financial Data," (pg. 30)
Supplementary Data "Consolidated Financial Statements" (pg. F-1)
Item 14. Changes in and disagreements "Management's Discussion and Analysis of Financial
with Accountants on Condition and Results of Operations--Expected Change
Accounting and Financial in Independent Accountants" (pg. 39)
Disclosure
Item 15. Financial Statements and Exhibits "Index to Consolidated Financial Statements" (pg. F-1)
II. INFORMATION NOT INCLUDED IN INFORMATION STATEMENT
Item 10. Recent Sales of Unregistered Securities
On December 14, 2001, in connection with the incorporation of Westwood
Holdings Group, Inc. ("Westwood"), Westwood issued 5,374,140 shares of its
common stock to SWS Group, Inc. in return for the contribution of all of the
issued and outstanding capital stock of Westwood Management Corporation and
Westwood Trust to Westwood. The exemption from registration was pursuant to
Section 4(2) of the Securities Act of 1933, as amended, and the rules and
regulations promulgated under the Securities Act on the basis that the
transaction did not involve a public offering.
Item 15. Financial Statements and Exhibits
(b) Exhibits:
Exhibit
Number Description
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2.1 Distribution Agreement between SWS Group, Inc. and Westwood Holdings Group, Inc.*
3.1 Amended and Restated Certificate of Incorporation of Westwood Holdings Group, Inc.**
3.2 Amended and Restated Bylaws of Westwood Holdings Group, Inc.**
4.1 Form of Common Stock Certificate of Westwood Holdings Group, Inc.**
8.1 Tax Opinion from Gardere Wynne Sewell LLP**
10.1 Westwood Holdings Group, Inc. Stock Incentive Plan**
10.2 Westwood Holdings Group, Inc. Deferred Compensation Plan**
10.3 Tax Separation Agreement between SWS Group, Inc. and Westwood Holdings Group, Inc.*
10.4 Transition Services Agreement between SWS Group, Inc., Westwood Management Corporation and
Westwood Trust*
10.5 Promissory Note and Pledge Agreement between Susan Byrne and Westwood Holdings Group,
Inc.**
10.6 Promissory Note and Pledge Agreement between Brian Casey and Westwood Holdings Group,
Inc.**
10.7 Promissory Note and Pledge Agreement between Patricia Fraze and Westwood Holdings
Group, Inc.**
10.8 Promissory Note and Pledge Agreement between Lynda Calkin and Westwood Holdings
Group, Inc.**
10.9 Promissory Note and Pledge Agreement between Joyce Schaer and Westwood Holdings
Group, Inc.**
10.10 Office Lease between Westwood Management Corporation and Crescent Real Estate Funding I, L.P.,
dated as of April 4, 1990, and amendment thereto**
10.11 Software License Agreement between Infovisa and Westwood Trust, dated as of December 1,
2001**
10.12 Software License and Support Agreement between Advent Software, Inc. and Westwood
Management Corporation, dated as of December 30, 1996**
16.1 Letter from Arthur Andersen LLP*
21.1 Subsidiaries**
23.1 Consent of Gardere Wynne Sewell LLP (included in Exhibit 8.1)**
99.1 Information Statement of SWS Group, Inc.*
99.2 Letter from Westwood Holdings Group, Inc. regarding representations from Arthur Andersen LLP**
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* Filed herewith.
** Previously filed.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
WESTWOOD HOLDINGS GROUP, INC.
By: /S/ SUSAN M. BYRNE
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Susan M. Byrne, Chief
Executive Officer
Dated June 6, 2002