-----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, TfLHJk6ZBTzUhWtn9hS67N1dnXjBVbhFiv/Ud3k9t0D/Lfg0jlegnrGfZRyJS9RX ELtEZKyXf6eH6TnM6fPRWQ== 0001048750-01-500019.txt : 20010629 0001048750-01-500019.hdr.sgml : 20010629 ACCESSION NUMBER: 0001048750-01-500019 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010627 ITEM INFORMATION: FILED AS OF DATE: 20010628 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 001-13731 FILM NUMBER: 1669634 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 8-K 1 june278k.txt JUNE 28, 2001 FORM 8-K - -------------------------------------------------------------------------------- FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): June 27, 2001 Friedman, Billings, Ramsey Group, Inc. (Exact name of Registrant as specified in its charter) Virginia 54-1837743 001-13731 (State or other (I.R.S. Employer incorporation or (Commission File Number) jurisdiction of organization) Identification No.) 1001 Nineteenth Street North Arlington, VA 22209 (Address of principal executive offices) (Zip code) (703) 312-9500 (Registrant's telephone number including area code) Item 9. 1. On June 27, 2001, Friedman, Billings, Ramsey Group, Inc. ("FBR") issued a press release announcing that 50 of its top professionals and officers have purchased more than 4.2 million shares of existing FBR stock. FBR acquired the stock sold to employees from W. Russell Ramsey, President and Co-Chief Executive Officer. A copy of the press release is furnished herewith as Exhibit 99.1. The following Exhibit is furnished as part of this report: 99.1 Press release dated June 27, 2001. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. FRIEDMAN, BILLINGS, RAMSEY GROUP, INC. By: /s/ Emanuel J. Friedman Chairman and Co-Chief Executive Officer EX-99.1 2 pressrelease1.txt JUNE 27, 2001 PRESS RELEASE EXHIBIT 99.1 For Immediate Release Media Contact: Michael W. Robinson 703.312.1830 or mrobinson@fbr.com Investor Contact: Kurt R. Harrington 703.312.9647 or kharrington@fbr.com ------------------- Friedman Billings Ramsey Announces Stock Purchase By 50 Senior Professionals Employee Group To Acquire 10% Stake in Company ARLINGTON, Va., June 27, 2001 - Friedman, Billings, Ramsey Group, Inc. (NYSE: FBR) today announced that 50 top professionals and officers have purchased more than 4.2 million shares of existing FBR common stock. The Company also announced that it will make about 800,000 additional existing shares available to other employees. Together, these groups will represent a 10 percent interest in Friedman Billings Ramsey. Emanuel J. Friedman, Chairman and Co-Chief Executive Officer, said: "This is a powerful statement by our senior staff. We've always had a unique entrepreneurial spirit, and with an ownership stake of this size in the hands of our senior leaders, this will be reinforced for years to come." Friedman Billings Ramsey acquired the more than 4.2 million shares that were purchased by the senior leadership team from President and Co-Chief Executive Officer W. Russell Ramsey, who has also agreed to make about 800,000 additional existing shares available to the Company for the purchases that will be made by other employees. Eric F. Billings, Vice Chairman and Co-Chief Executive Officer, said: "This is a classic win-win situation for our shareholders, employees, and clients. Existing shareholders will experience virtually no dilution, and the Company benefits by having its employees more invested in its future. This initiative underscores the tremendous confidence of our senior managers in the current strength and future success of Friedman Billings Ramsey." Scott Dreyer, Senior Managing Director, Trading, who purchased stock as a part of this initiative, said: "My colleagues and I are all bullish on Friedman Billings Ramsey's future, and are thrilled to be able to increase our ownership. The high level of commitment by our senior managers is one of Friedman Billings Ramsey's greatest strengths." The more than 4.2 million shares acquired by the Company from Mr. Ramsey were Class B shares and were purchased at $5.50 a share. Those shares were converted into Class A shares, which were then sold to the senior leadership team at the same price. Every participating employee will pay 20 percent of the purchase price in cash and will finance the remaining 80 percent with a limited recourse loan from FBR at a 6.5 percent annual interest rate. Mr. Ramsey, who will remain a Friedman Billings Ramsey Board member and retain an equity interest in the Company, announced in February 2001 his intention to step down as President and Co-Chief Executive Officer of the Company by the end of this year. He recently launched the investment fund Capital Crossover Partners LP. Friedman, Billings, Ramsey Group, Inc. (NYSE: FBR) is a financial holding company for businesses that provide investment banking, institutional brokerage, specialized asset management, and banking products and services. FBR provides capital and financial expertise throughout a company's lifecycle and affords investors access to a range of proprietary financial products and services. Headquartered in the Washington metropolitan area, FBR has offices in Arlington and Reston, Va., Bethesda, Md., Boston, Charlotte, Chicago, Cleveland, Dallas, Irvine, Ca., New York City, Portland, Seattle, London, and Vienna. Bank products and services are offered by FBR National Bank & Trust, member FDIC and an Equal Housing Lender. For more information, see www.fbr.com. ----------- # # # Statements concerning future performance, developments, negotiations or events, expectations or plans and objectives for future operations or for growth and market forecasts, and any other guidance on present and future periods, constitute forward-looking statements that 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 competition among venture capital firms and the high degree of risk associated with venture capital investments, the effect of demand for public offerings, activity in the secondary securities markets, available technologies, competition for business and personnel, and general economic, political and market conditions. -----END PRIVACY-ENHANCED MESSAGE-----