-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OHfqoxhdppJAUaIWLr6wvJx58AAnec2jMWHvdFnBKFTSoHu40OmOOq/+pOGpoCS5 qQWDzz7URTJ8o3zCOFET9g== 0001209028-03-000142.txt : 20031209 0001209028-03-000142.hdr.sgml : 20031209 20031209145026 ACCESSION NUMBER: 0001209028-03-000142 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20031209 GROUP MEMBERS: FRIEDMAN, BILLINGS, RAMSEY GROUP, INC. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRIEDMAN BILLINGS RAMSEY GROUP INC CENTRAL INDEX KEY: 0001209028 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 541873198 STATE OF INCORPORATION: VA FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1001 19TH STREET NORTH CITY: ARLINGTON STATE: VA ZIP: 22209 BUSINESS PHONE: 7033129500 FORMER COMPANY: FORMER CONFORMED NAME: FOREST MERGER CORP DATE OF NAME CHANGE: 20021205 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLIN CORP CENTRAL INDEX KEY: 0001020391 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 251795265 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47363 FILM NUMBER: 031044687 BUSINESS ADDRESS: STREET 1: 400 GREENTREE COMMONS STREET 2: 381 MANSFIELD AVENUE CITY: PITTSBURGH STATE: PA ZIP: 15220 BUSINESS PHONE: 4129288800 MAIL ADDRESS: STREET 1: 400 GREENTREE COMMONS STREET 2: 381 MANSFIELD AVENUE CITY: PITTSBURGH STATE: PA ZIP: 15220 FORMER COMPANY: FORMER CONFORMED NAME: ALLIN COMMUNICATIONS CORP DATE OF NAME CHANGE: 19960805 SC 13D/A 1 allin13d1.txt AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment No. 1 Under the Securities Exchange Act of 1934 Allin Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 019924109 (CUSIP Number) Cathy Sigalas, Esq., 1001 Nineteenth Street North, Arlington, VA 22209 (703) 469-1072 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 30, 2003 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box / /. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Friedman, Billings, Ramsey Group, Inc. 54-1873198 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Virginia - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY 0 EACH REPORTING PERSON WITH ------------------------------------------------------------------- 8 SHARED VOTING POWER 1,159,677 ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,159,677 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,159,677 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.64% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: FBR Investment Management, Inc. 54-1837745 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY 0 EACH REPORTING PERSON WITH ------------------------------------------------------------------- 8 SHARED VOTING POWER 462,944 ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 462,944 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 462,944 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- Item 1. Security and Issuer. This statement relates to the shares of common stock, $.01 par value per share (the "Common Stock"), of Allin Corporation (the "Issuer") having its principal offices at at 133 North Fairfax Street, Alexandria, Virginia 22314. Item 2. Identity and Background. (a) This statement is being filed by (i) Friedman, Billings, Ramsey Group, Inc., a Virginia corporation ("FBR Group") and (ii) FBR Investment Management, Inc. ("FBRIM"), a Delaware corporation. (b) The address of the principal business and the principal office of FBR Group and FBRIM is 1001 Nineteenth Street North, Arlington, Virginia 22209. (c) The principal business of FBR Group is that of a self-managed real estate investment trust, or "REIT." The principal business of FBRIM is to act as investment adviser to certain investment partnerships. (d) During the five years prior to the date hereof, none of the reporting persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors or civil infractions). (e) During the five years prior to the date hereof, none of the reporting persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. The Reporting Persons purchased the 1,159,677 shares of Common Stock to which this filing refers. The source of funds for this purchase was from the working capital of FBR Group and FBRIM. Item 4. Purpose of Transaction. The purpose of the acquisition of the shares of common stock by FBR Group and FBRIM is for investment related purposes. Depending on market conditions, their continuing evaluation of the business and prospects of the Issuer and other factors, FBR Group and FBRIM may dispose of or acquire additional securities of the Issuer. Except as otherwise described herein or as expressly stated below, neither of the Reporting Persons has any present plans which relate to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the board; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. (a) FBR Group may be deemed to own beneficially the 1,159,677 shares of Common Stock directly owned beneficially by FBRIM due to its control of FBRVCM's investment decisions. FBRIM is an indirect wholly-owned subsidiary of FBR Group. FBR Group may be deemed to beneficially own 16.64% of the Common Stock of the Issuer, which percentage is calculated based upon 6,967,339 shares of the Common Stock disclosed by the Issuer as outstanding in its most recently available filing with the Commission by the issuer. (b) Number of shares of Common Stock as to which each such person has (i) Sole power to vote or direct the vote: (a) 0 (ii) Shared power to vote or direct the vote: (a) 1,159,677 shares for each Reporting Person (iii) Sole power to dispose or to direct the disposition: (a) 0 (iv) Shared power to dispose or to direct the disposition: (a) 1,159,677 shares for each Reporting Person (c) Except as set forth above, neither of the Reporting Persons has effected any transaction in the Shares during the last 60 days. (d) No person other than each respective record owner referred to herein of shares of Common Stock is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds of sale of shares of the Common Stock beneficially owned by either of the Reporting Persons. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. There are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between such persons and any other person with respect to the securities of the Company. Item 7. Material to be Filed as Exhibits Not applicable. SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. FRIEDMAN, BILLINGS, RAMSEY GROUP, INC. Dated: December 9, 2003 By: /s/ EMANUEL J. FRIEDMAN ---------------------------------------- Name: Emanuel J. Friedman Title: Co-Chairman and Co-Chief Executive Officer Dated: December 9, 2003 By: /s/ ERIC F. BILLINGS ---------------------------------------- Name: Eric F. Billings Title: Co-Chairman and Co-Chief Executive Officer FBR INVESTMENT MANAGEMENT, INC. Dated: December 9, 2003 By: /s/ EMANUEL J. FRIEDMAN ---------------------------------------- Name: Emanuel J. Friedman Title: Co-Chairman and Co-Chief Executive Officer Dated: December 9, 2003 By: /s/ ERIC F. BILLINGS ---------------------------------------- Name: Eric F. Billings Title: Co-Chairman and Co-Chief Executive Officer EX-1 3 allinfiingagreement.txt JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT AMONG FRIEDMAN, BILLINGS, RAMSEY GROUP, INC., FBR INVESTMENT MANAGEMENT, INC., ERIC F. BILLINGS, AND EMANUEL J. FRIEDMAN WHEREAS, in accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934 (the "Act"), only one joint statement and any amendments thereto need to be filed whenever one or more persons are required to file such a statement or any amendments thereto pursuant to Section 13(d) of the Act with respect to the same securities, provided that said persons agree in writing that such statement or amendments thereto is filed on behalf of each of them; NOW, THEREFORE, the parties hereto agree as follows: FRIEDMAN, BILLINGS, RAMSEY GROUP, INC., FBR INVESTMENT MANAGEMENT, INC., ERIC F. BILLINGS, AND EMANUEL J. FRIEDMAN hereby agree, in accordance with Rule 13d-1(k) under the Act, to file a statement on Schedule 13G relating to their ownership of Common Stock of the Issuer and do hereby further agree that said statement shall be filed on behalf of each of them. FRIEDMAN, BILLINGS, RAMSEY GROUP, INC. Dated: December 9, 2003 By: /s/ EMANUEL J. FRIEDMAN --------------------------------- Name: Emanuel J. Friedman Title: Co-Chairman and Co-Chief Executive Officer FBR INVESTMENT MANAGEMENT, INC. Dated: December 9, 2003 By: /s/ Eric F. Billings ----------------------------------- Name: Co-Chairman and Co-Chief Executive Title: Officer Dated: December 9, 2003 /s/ ERIC F. BILLINGS ---------------------------------- Eric F. Billings Dated: December 9, 2003 /s/ EMANUEL J. FRIEDMAN ---------------------------------- Emanuel J. Friedman -----END PRIVACY-ENHANCED MESSAGE-----