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
June 27, 2002
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Date of report (Date of Earliest Event Reported)
FBR ASSET INVESTMENT CORPORATION
(Exact name of Registrant as specified in Its Charter)
VIRGINIA 01-15049 54-1873198
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
Potomac Tower, 1001 Nineteenth Street North, Arlington, Virginia 22209
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(Address of principal executive offices and zip code)
(703) 469-1000
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Registrant's telephone number, including area code
ITEM 5. OTHER EVENTS.
This report contains as an exhibit the Underwriting Agreement between
FBR Asset Investment Corporation (the "Company"), on the one hand, and Friedman,
Billings, Ramsey & Co., Inc., Credit Suisse First Boston Corporation, Stifel,
Nicolaus & Company, Incorporated, Advest, Inc., BB&T Capital Markets, a division
of Scott & Stringfellow, Inc., and Flagstone Securities, LLC, as Representatives
for the Underwriters listed in Schedule I thereto, on the other hand, in
connection with (1) the sale of 6,000,000 shares of the Company's common stock,
$0.01 par value per share, and (2) the grant of an option to purchase all or any
part of 900,000 additional shares of common stock to cover over-allotments, if
any, pursuant to the Company's Prospectus Supplement dated June 27, 2002, and
accompanying base Prospectus dated June 24, 2002, included as part of the
Registration Statement on Form S-3 (No. 333-90572) filed with the Securities and
Exchange Commission on June 14, 2002 and as amended on June 21, 2002.
In addition, this report contains as an exhibit the consent of KPMG LLP
to the incorporation by reference in the registration statements (Nos. 333-90572
and 333-76906) on Form S-3 of FBR Asset Investment Corporation of KPMG LLP's
report dated June 26, 2002, with respect to the consolidated statements of
financial condition of FBR Asset Investment Corporation as of December 31, 2001
and 2000, and the related consolidated statements of income, changes in
shareholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 2001, which report appears in the December 31, 2001
annual report on Form 10-K/A of the Company. KPMG LLP also consents to the
reference to KPMG LLP under the headings "Experts", "Audit of our Financial
Statements by KPMG LLP" and "Independent Accountants" in the registration
statements (Nos. 333-90572 and 333-76906) on Form S-3.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit 1.1 Underwriting Agreement between FBR Asset
Investment Corporation, on the one hand, and
Friedman, Billings, Ramsey & Co., Inc., Credit
Suisse First Boston Corporation, Stifel,
Nicolaus & Company, Incorporated, Advest, Inc.,
BB&T Capital Markets, a division of Scott &
Stringfellow, Inc., and Flagstone Securities,
LLC, as Representatives for the Underwriters
listed in Schedule I thereto, on the other hand.
Exhibit 23.1 Independent Auditors' Consent
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
Date: June 28, 2002 By: /s/ Kurt R. Harrington
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Kurt R. Harrington
Chief Financial Officer
LIST OF EXHIBITS
1.1 Underwriting Agreement between FBR Asset Investment Corporation, on the
one hand, and Friedman, Billings, Ramsey & Co., Inc., Credit Suisse
First Boston Corporation, Stifel, Nicolaus & Company, Incorporated,
Advest, Inc., BB&T Capital Markets, a division of Scott & Stringfellow,
Inc., and Flagstone Securities, LLC, as Representatives for the
Underwriters listed in Schedule I thereto, on the other hand.
23.1 Independent Auditors' Consent