SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): October 28, 2004
WESTWOOD HOLDINGS GROUP, INC.
(Exact name of registrant as specified in charter)
Delaware 001-31234 75-2969997
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
200 Crescent Court, Suite 1200
Dallas, Texas 75201
(Address of principal executive offices)
(214) 756-6900
(Registrant's telephone number, including area code)
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 2.02: RESULTS OF OPERATIONS AND FINANCIAL CONDITION
In accordance with Securities and Exchange Commission Release No. 34-47583, the
following information, which is being furnished pursuant to the requirements of
Item 2.02, "Results of Operations and Financial Condition," is being reported
under Item 7.01, "Regulation FD Disclosure."
On October 28, 2004, Westwood Holdings Group, Inc. issued a press release
entitled "Westwood Holdings Group, Inc. Reports Third Quarter 2004 Results and
Declares Quarterly Dividend," a copy of which is furnished with this Current
Report on Form 8-K as Exhibit 99.1. The information in this Current Report on
Form 8-K shall not be deemed to be "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that Section, nor shall it be deemed incorporated by reference in
any filing of the Company under the Securities Act of 1933, as amended.
ITEM 7.01: REGULATION FD DISCLOSURE
Westwood announced today that its Board of Directors has approved the payment of
a quarterly cash dividend of $0.08 per common share, payable on January 1, 2005
to stockholders of record on December 15, 2004.
ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits: The following exhibit is furnished with this report:
Exhibit Number Description
99.1 Press Release dated October 28, 2004, entitled "Westwood
Holdings Group, Inc. Reports Third Quarter 2004 Results and
Declares Quarterly Dividend"
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.
Date: October 29, 2004
WESTWOOD HOLDINGS GROUP, INC.
By: /s/ Brian O. Casey
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Brian O. Casey,
President and Chief Operating Officer
EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release dated October 28, 2004, entitled "Westwood
Holdings Group, Inc. Reports Third Quarter 2004 Results
and Declares Quarterly Dividend"