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
NOVEMBER 14, 2002
Date of report (Date of earliest event reported)
FBR ASSET INVESTMENT CORPORATION
(Exact Name of Registrant as Specified in Charter)
VIRGINIA 01-15049 54-1873198
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
1001 NINETEENTH STREET NORTH
ARLINGTON, VA 22209
(Address of Principal Executive Offices, including Zip Code)
(703) 469-1000
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On November 14, 2002, FBR Asset Investment Corporation (the "Company"),
Friedman, Billings, Ramsey Group, Inc. ("FBR Group") and Forest Merger
Corporation ("Newco") entered into an Agreement and Plan of Merger
(the "Merger Agreement"), whereby, on the terms and subject to the conditions
stated therein, the Company and FBR Group will merge with and into Newco, with
Newco continuing as the surviving corporation. A copy of the Merger Agreement
and the press release issued by the Company with respect to the transaction are
attached hereto as Exhibits 2.1 and 99.1, respectively, and are each
incorporated herein by reference.
In connection with the transaction, Emanuel J. Friedman and Eric F.
Billings entered into Voting Agreements, dated as of November 14, 2002, with the
Company (the "Voting Agreements") and Shareholder Agreements, dated November 14,
2002 (the "Shareholder Agreements"). The Voting Agreements relate to Messrs.
Friedman's and Billings's ownership of Class A common stock, par value $0.01,
and Class B common stock, par value $0.01, of FBR Group, and the Shareholder
Agreements relate to Messrs. Friedman's and Billing's future ownership, upon
consummation of the Mergers, of Class A common stock, par value $0.01, and Class
B common stock, par value $0.01, of Newco. Copies of Mr. Friedman's Voting
Agreement and Shareholder Agreement are attached hereto as Exhibits 10.1 and
10.2, respectively, and are incorporated herein by reference. Copies of Mr.
Billings's Voting Agreement and Shareholder Agreement are attached hereto as
Exhibits 10.3 and 10.4, respectively, and are incorporated herein by reference.
On November 14, 2002, the Company and Friedman, Billings, Ramsey
Investment Management, Inc., a wholly owned subsidiary of FBR Group
(the "Manager"), entered into an Agreement to Extend Management Agreement
(the "Extension Agreement"). A copy of the Extension Agreement is attached
hereto as Exhibit 10.5 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of November
14, 2002, by and among Friedman, Billings, Ramsey
Group, Inc., FBR Asset Investment Corporation and
Forest Merger Corporation.
10.1 Voting Agreement, dated as of November 14, 2002, by
and between FBR Asset Investment Corporation and
Emanuel J. Friedman.
10.2 Shareholder Agreement, dated November 14, 2002, of
Emanuel Friedman.
10.3 Voting Agreement, dated as of November 14, 2002, by
and between FBR Asset Investment Corporation and Eric
F. Billings.
10.4 Shareholder Agreement, dated November 14, 2002, of
Eric Billings.
10.5 Agreement to Extend Management Agreement, dated as of
November 14, 2002, by and between FBR Asset
Investment Corporation and Friedman, Billings, Ramsey
Investment Management, Inc.
99.1 Press Release of the Company, dated November 15,
2002.
SIGNATURE
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.
FBR ASSET INVESTMENT CORPORATION
By: /s/ Kurt R. Harrington
---------------------------------
Name: Kurt R. Harrington
Title: Chief Financial Officer
Date: November 14, 2002
EXHIBIT INDEX
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2.1 Agreement and Plan of Merger, dated as of November 14, 2002, by and
among Friedman, Billings, Ramsey Group, Inc., FBR Asset Investment
Corporation and Forest Merger Corporation.
10.1 Voting Agreement, dated as of November 14, 2002, by and between FBR
Asset Investment Corporation and Emanuel J. Friedman.
10.2 Shareholder Agreement, dated November 14, 2002, of Emanuel Friedman.
10.3 Voting Agreement, dated as of November 14, 2002, by and between FBR
Asset Investment Corporation and Eric F. Billings.
10.4 Shareholder Agreement, dated November 14, 2002, of Eric Billings.
10.5 Agreement to Extend Management Agreement, dated as of November 14,
2002, by and between FBR Asset Investment Corporation and Friedman,
Billings, Ramsey Investment Management, Inc.
99.1 Press Release of the Company, dated November 15, 2002.