-----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, Rtxwfg5fWQwFqFlOBQQdbfCnQN5jq15pq0BTwEA0YX1TN6IeRrOKlkPlD1UE9HJr wU9eDiK4g4JjDVIxjPaSEw== 0000898822-02-001419.txt : 20021120 0000898822-02-001419.hdr.sgml : 20021120 20021120154447 ACCESSION NUMBER: 0000898822-02-001419 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021120 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FBR ASSET INVESTMENT CORP/VA CENTRAL INDEX KEY: 0001073208 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 541873198 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15049 FILM NUMBER: 02834828 BUSINESS ADDRESS: STREET 1: POTOMAC TOWER STREET 2: 1001 NINETEENTH ST NORTH CITY: ARLINGTON STATE: VA ZIP: 22209 BUSINESS PHONE: 7033129500 MAIL ADDRESS: STREET 1: POTOMAC TOWER STREET 2: 1001 NINETEENTH ST NORTH CITY: ARLINGTON STATE: VA ZIP: 22209 FORMER COMPANY: FORMER CONFORMED NAME: FBR ASSET INVESTMENT CORP DATE OF NAME CHANGE: 19990526 FORMER COMPANY: FORMER CONFORMED NAME: FBR ASSET INVESMENT CORP/VA DATE OF NAME CHANGE: 19990528 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRIEDMAN BILLINGS RAMSEY GROUP INC CENTRAL INDEX KEY: 0001048750 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 541870350 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 1001 19TH STREET N CITY: ARLINGTON STATE: VA ZIP: 22209 BUSINESS PHONE: 7033129500 MAIL ADDRESS: STREET 1: 1001 NINETEENTH ST N CITY: ARLINGTON STATE: VA ZIP: 22209 425 1 form425nov20.txt FORM 425 Filed by Friedman, Billings, Ramsey Group, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Act of 1934 Subject Company: FBR Asset Investment Corporation Commission File No: 001-15049 On November 20, 2002, Friedman, Billings, Ramsey Group, Inc. and FBR Asset Investment Corporation distributed the following information: FORWARD LOOKING INFORMATION Statements concerning projections, future performance, developments, events, market forecasts, revenues, expenses, earnings, run rates and any other guidance on present or future periods constitute forward- looking statements. These forward-looking statements are subject to a number of factors, risks, and uncertainties that might cause actual results to differ materially from stated expectations or current circumstances. These factors include, but are not limited to, the overall environment for interest rates, repayment speeds within the mortgage-backed securities market, risk associated with equity investments, the demand for public offerings, activity in the secondary securities market, the high degree of risk associated with technology and other venture capital investments, competition for business and personnel, and general economic, political, and market conditions. Additional information concerning factors that could cause actual results to differ materially is contained in FBR Asset's Annual Report on Form 10-K and quarterly reports on Form 10-Q, and FBR Group's Annual Report on Form 10-K and quarterly reports on Form 10-Q. PROXY INFORMATION In connection with the proposed transactions, Friedman, Billings, Ramsey Group, Inc. and FBR Asset Investment Corporation will file a joint proxy statement/prospectus with the Securities and Exchange Commission. Investors and security holders are urged to carefully read the joint proxy statement/prospectus regarding the proposed transactions when it becomes available, because it will contain important information. Pro forma information contained in the following materials may be changed in the joint proxy statement/prospectus. Investors and security holders may obtain a free copy of the joint proxy statement/prospectus (when it is available) and other documents containing information about Friedman, Billings, Ramsey Group, Inc. and FBR Asset, without charge, at the SEC's web site at http://www.sec.gov. Free copies of both companies' filings may be obtained by directing a request to 1001 Nineteenth Street North, Arlington, Virginia 22209, Attention: Investor Relations. PARTICIPANTS IN SOLICITATION FBR Group, FBR Asset and their respective directors, executive officers and other members of their management and employees may be soliciting proxies from their respective stockholders in connection with the proposed merger. Information concerning FBR Group's participants in the solicitation is set forth in FBR Group's proxy statement for its annual meeting of stockholders, filed with the SEC on May 30, 2002. Information concerning FBR Asset's participants in the solicitation is set forth in FBR Asset's proxy statement for its annual meeting of stockholders, filed with the SEC on April 23, 2002. [FBR Logo] INDEPENDENT BROKER/DEALER COMPARABLES ________________________________________________________________________________
Annualized Most Recent Net Income Nine Month Period Applicable to INDEPENDENT BROKER/DEALER NET INCOME Ended Common - ------------------------------------ (except where noted) Shareholders 1 Morgan Stanley 31-Aug-02 $3,008 2 Merrill Lynch 27-Sep-02 2,593 3 Goldman Sachs 30-Aug-02 2,145 4 Lehman Brothers 31-Aug-02 973 5 Bear Stearns 31-Aug-02 881 6 NEW FBR GROUP PROJECTED 2003 PRO FORMA ADJUSTED NET INCOME* 31-DEC-03 198 7 A.G. Edwards Inc.** 31-Aug-02 190 8 Legg Mason, Inc. 30-Sep-02 181 9 Raymond James Financial 28-Jun-02 76 10 Jefferies Group 27-Sep-02 63 11 Stifel Financial Corp. 30-Sep-02 1 *New FBR Group Pro Forma for full year 2003 ** Annualized most recent six months
INDEPENDENT BROKER/DEALER ROE -----------------------------
Nine Month Annualized Period End ROE 1 NEW FBR GROUP 2003 PRO FORM (ESTIMATED) 31-DEC-03 18.4% 2 Bear Stearns 31-Aug-02 16.5% 3 Morgan Stanley 31-Aug-02 14.0% 4 Merill Lynch 27-Sep-02 11.8% 5 Lehman Brothers 31-Aug-02 11.8% 6 Goldman Sachs 30-Aug-02 11.4% 7 Legg Mason, Inc.* 30-Sep-02 11.2% 8 Jefferies Group 27-Sep-02 10.3% 9 Raymond James Financial 28-Jun-02 9.5% 10 A.G. Edwards Inc.* 31-Aug-02 7.8% 11 Stifel Financial Corp. 30-Sep-02 1.9% 12 SWS Group 27-Sep-02 -5.4%
*ROE annualized on most recent six month period ________________________________________________________________________________ Friedman Billings Ramsey See statement concerning Forward Looking Information. PAGE 1 -----END PRIVACY-ENHANCED MESSAGE-----