-----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, S+vFnsNguR+fK0c03qpXKjom0cLTLUoWlfs5oezSmGkYaqJmBJI8QDjCR1RKn4Hc Ry9enLIEr9SdPNsHLeXlXw== 0000898822-03-000078.txt : 20030203 0000898822-03-000078.hdr.sgml : 20030203 20030203152434 ACCESSION NUMBER: 0000898822-03-000078 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030203 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: 03536467 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: 541837743 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 form425feb3.txt FORM 425 (BARRON'S ARTICLE) 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 Subject Company: FBR Asset Investment Corporation Commission File No: 001-15049 The following Letter to the Editor was written in response to an article appearing in the January 27, 2003 issue of Barron's: "WE ARE ONE OF THE FEW FIRMS IN THE SECURITIES INDUSTRY THAT IS HIRING AND EXPANDING." -ROBERT S. SMITH FRIEDMAN BILLINGS RAMSEY To the Editor: I am writing to respond to what we view as the innuendo and inaccuracies in the article addressing Friedman Billings Ramsey Group's planned merger with FBR Asset Investment Corp. ("Role Reversal," Jan. 27). Since FBR Group was created in 1989, we have built two successful public companies through hard work, focus and discipline. We are very proud of these achievements. Today, we are one of the few firms in the securities industry that is hiring and expanding. The article questions FBR Group's underwriting record. In fact, for the one- and five-year periods ended Dec. 31 of last year, we rank No. 1 among major equity underwriters for the aftermarket performance of our transactions, according to CommScan Equidesk. Over the past two years, we have raised almost $3.9 billion in 43 transactions. As an institutional firm, FBR's distribution is to sophisticated professional investors. Over the past 13 years, FBR Group has evolved from 20 people and $1 million of capital into a top-ten-ranked investment bank with more than 480 people and $260 million in equity. In 2002, we had one of the industry's highest returns on equity. The same management and employees who have achieved these successes in FBR Group created and manage FBR Asset. Since 1997, we have run FBR Asset through one of the most turbulent interest rate and economic environments in history, including the Asian and Russian debt crisis and the resulting break in the domestic credit and equity markets of 1998, the inverted yield curve of 1999 into 2000, the rapidly declining interest rates of 2001 and 2002, and resulting prepayment speeds -- hardly a "sweet spot" as the article suggests. We have grown the book value of FBR Asset from $18.60 when we created it in 1997 to almost $29 a share. And the company has declared cash dividends of $ 14.36 over that period. We believe the proposed merger of FBR Group and FBR Asset will strengthen each of them, and provide significant benefits to both shareholder groups. We look forward to the proxy mailing and shareholder vote. In addition, neither Emanuel Friedman nor Eric Billings has ever been paid additional fees for running hedge funds. Lastly, PNC formerly owned less than 5% of FBR Group, not 12.14%. Robert S. Smith Chief Operating Officer Friedman Billings Ramsey Group Arlington, Va. # # # Proxy Information In connection with the proposed transactions, Friedman, Billings, Ramsey Group, Inc., FBR Asset Investment Corporation and Forest Merger Corporation have filed a preliminary joint proxy statement/prospectus with the Securities and Exchange Commission. In addition, FBR Group, FBR Asset and Forest Merger Corporation will prepare and file a definitive joint proxy statement/prospectus and other documents regarding the proposed transaction with the SEC. Investors and security holders are urged to carefully read the definitive joint proxy statement/prospectus regarding the proposed transactions when it becomes available, because it will contain important information. Investors and security holders may obtain a free copy of the definitive joint proxy statement/prospectus (when it is available) and other documents containing information about FBR Group 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. Additional information is set forth in the preliminary joint proxy statement/prospectus and will be set forth in the definitive preliminary joint proxy statement/prospectus when it is filed with the SEC. -----END PRIVACY-ENHANCED MESSAGE-----