-----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, KOrarYVaYjzJvVfbojJrX55YqoKGYB29irbNuBhyPzRUFaEm2CftGo696SoQcGp8 O5hvyDnPHyz1BfvnhejwOg== 0000898822-97-001112.txt : 19971222 0000898822-97-001112.hdr.sgml : 19971222 ACCESSION NUMBER: 0000898822-97-001112 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971219 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRIEDMAN BILLINGS RAMSEY GROUP INC CENTRAL INDEX KEY: 0001048750 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] STATE OF INCORPORATION: VA FILING VALUES: FORM TYPE: 8-A12B SEC ACT: SEC FILE NUMBER: 001-13731 FILM NUMBER: 97741722 BUSINESS ADDRESS: STREET 1: 1001 19TH STREET N. CITY: ARLINGTON STATE: VA ZIP: 22209 BUSINESS PHONE: 7033129744 8-A12B 1 FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Friedman, Billings, Ramsey Group, Inc. -------------------------------------- (Exact Name of Registrant as Specified in its Charter) Virginia 54-1870350 --------------------------------------- -------------------- (State of incorporation or organization) (IRS Employer Identification No.) 1001 Nineteenth St. North, Arlington, VA 22209 - ---------------------------------------- ----- (Address of principal executive offices) (Zip Code) If this form relates to the If this form relates to the registration registration of a class of of a class of securities pursuant to securities pursuant to Section Section 12(g) of the Exchange Act and is 12(b) of the Exchange Act and is effective pursuant to General effective pursuant to General Instruction A.(d), please check Instruction A.(c), please check the following box.|_| the following box.|_| Securities Act registration statement file number to which this form relates: File No. 333-39107 - ------------------ (If applicable) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered - ------------------- ------------------------------ Class A Common Stock New York Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: None ----------------- (title of class) ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. A description of the common stock, par value $.01 per share ("Common Stock"), of the Registrant is set forth under the caption "DESCRIPTION OF CAPITAL STOCK -- Common Stock" in the Registration Statement (the "Registration Statement") on Form S-1 (SEC file number 333-39107), as filed with the Securities and Exchange Commission (the "Commission") on October 30, 1997, as amended by Amendment No. 1 thereto filed with the Commission on December 8, 1997, as further amended by Amendment No. 2 thereto filed with the Commission on December 19, 1997, and by any other amendment to the Registration Statement filed with the Commission, prior to such Registration Statement's being declared effective, which description is incorporated herein by reference. ITEM 2. EXHIBITS. 3.1 Amended and Restated Articles of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 of the Registrant's Registration Statement on Form S-1 (SEC file number 333-39107), as filed with the Securities and Exchange Commission on October 30, 1997, as amended by any amendment to the Registration Statement filed with the Commission prior to such Registration Statement's being declared effective). 3.2 Articles of Merger (incorporated herein by reference to Exhibit 3.2 of the Registrant's Registration Statement on Form S-1 (SEC file number 333-39107), as filed with the Securities and Exchange Commission on October 30, 1997, as amended by any amendment to the Registration Statement filed with the Commission prior to such Registration Statement's being declared effective). 3.3 Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.3 of the Registrant's Registration Statement on Form S-1 (SEC file number 333-39107), as filed with the Securities and Exchange Commission on October 30, 1997, as amended by any amendment to the Registration Statement filed with the Commission prior to such Registration Statement's being declared effective). 9.1 Voting Trust Agreement (incorporated herein by reference to Exhibit 9.1 of the Registrant's Registration Statement on Form S-1 (SEC file number 333-39107), as filed with the Securities and Exchange Commission on October 30, 1997, as amended by any amendment to the Registration Statement filed with the Commission prior to such Registration Statement's being declared effective). 99.1 Registration Statement on Form S-1 (SEC file number 333-39107), as filed with the Securities and Exchange Commission on October 30, 1997, as amended by any amendment to the Registration Statement filed with the Commission prior to such Registration Statement's being declared effective, which Registration Statement is incorporated herein by reference. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. FRIEDMAN, BILLINGS, RAMSEY GROUP, INC. Date: December 19, 1997 By:/s/ Nicholas J. Nichols Nicholas J. Nichols Executive Vice President Friedman, Billings, Ramsey Group, Inc. EXHIBIT LIST Exhibit Number 3.1 Amended and Restated Articles of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 of the Registrant's Registration Statement on Form S-1 (SEC file number 333-39107), as filed with the Securities and Exchange Commission on October 30, 1997, as amended by any amendment to the Registration Statement filed with the Commission prior to such Registration Statement's being declared effective). 3.2 Articles of Merger (incorporated herein by reference to Exhibit 3.2 of the Registrant's Registration Statement on Form S-1 (SEC file number 333-39107), as filed with the Securities and Exchange Commission on October 30, 1997, as amended by any amendment to the Registration Statement filed with the Commission prior to such Registration Statement's being declared effective). 3.3 Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.3 of the Registrant's Registration Statement on Form S-1 (SEC file number 333-39107), as filed with the Securities and Exchange Commission on October 30, 1997, as amended by any amendment to the Registration Statement filed with the Commission prior to such Registration Statement's being declared effective). 9.1 Voting Trust Agreement (incorporated herein by reference to Exhibit 9.1 of the Registrant's Registration Statement on Form S-1 (SEC file number 333-39107), as filed with the Securities and Exchange Commission on October 30, 1997, as amended by any amendment to the Registration Statement filed with the Commission prior to such Registration Statement's being declared effective). 99.1 Registration Statement on Form S-1 (SEC file number 333-39107), as filed with the Securities and Exchange Commission on October 30, 1997, as amended by any amendment to the Registration Statement filed with the Commission prior to such Registration Statement's being declared effective, which Registration Statement is incorporated herein by reference. -----END PRIVACY-ENHANCED MESSAGE-----