================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): July 27, 2006
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 July 27, 2006, Westwood Holdings Group, Inc. issued a press release entitled
"Westwood Holdings Group, Inc. Announces 67% Increase in Quarterly Dividend, a
Special Cash Dividend of $0.85 per Share and Second Quarter 2006 Results; Assets
Under Management Rise to Record $5.4 Billion at June 30, 2006; Second Quarter
Revenue Increases 26.4% Year-over-year to $6.6 Million", 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 $0.15 per common share and a special dividend of
$0.85 per comon share, both payable on October 2, 2006 to stockholders of record
on September 15, 2006.
ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits: The following exhibit is furnished with this report:
Exhibit
Number Description
------- ------------------------------------------------------------------
99.1 Press Release dated July 27, 2006, entitled "Westwood Holdings
Group, Inc. Announces 67% Increase in Quarterly Dividend, a
Special Cash Dividend of $0.85 per Share and Second Quarter 2006
Results; Assets Under Management Rise to Record $5.4 Billion at
June 30, 2006; Second Quarter Revenue Increases 26.4%
Year-over-year to $6.6 Million".
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: July 27, 2006
WESTWOOD HOLDINGS GROUP, INC.
By: /s/ William R. Hardcastle, Jr.
------------------------------
William R. Hardcastle, Jr.,
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
------- ------------------------------------------------------------------
99.1 Press Release dated July 27, 2006, entitled "Westwood Holdings
Group, Inc. Announces 67% Increase in Quarterly Dividend, a
Special Cash Dividend of $0.85 per Share and Second Quarter 2006
Results; Assets Under Management Rise to Record $5.4 Billion at
June 30, 2006; Second Quarter Revenue Increases 26.4%
Year-over-year to $6.6 Million".