UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
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)
March 31, 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).
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1 NAME OF REPORTING PERSON:
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Friedman, Billings,
Ramsey Group, Inc.
32-0045263
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2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
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3
SEC USE ONLY
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4
SOURCE OF FUNDS
00
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5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
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6
CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
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NUMBER OF
SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING
PERSON
WITH
-------------------------------------------------------------------
8 SHARED VOTING POWER
1,594,677
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,594,677
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,594,677
--------------------------------------------------------------------------------
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
-------------------------------------------------------------------------------
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.89%
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14
TYPE OF REPORTING PERSON
HC
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--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON:
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: FBR Venture Capital
Managers, Inc.
54-1837745
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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
1,594,677
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,594,677
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,594,677
--------------------------------------------------------------------------------
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
-------------------------------------------------------------------------------
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.89%
--------------------------------------------------------------------------------
14
TYPE OF REPORTING PERSON
CO
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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 Venture Capital Managers, Inc.
("FBRVCM"), a Delaware corporation.
(b) The address of the principal business and the principal office of FBR Group
and FBRVCM 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 FBRVCM is to act as
investment adviser to certain technology 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 1,594,677 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 FBRVCM.
Item 4. Purpose of Transaction.
The purpose of the acquisition of the shares of common stock by FBR Group
and FBRVCM 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 FBRVCM 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 1,594,677 shares of Common
Stock directly owned beneficially by FBRVCM due to its control of FBRVCM's
investment decisions. FBRVCM is an indirect wholly-owned subsidiary of FBR
Group.
Each of the Reporting Persons may be deemed to beneficially own 22.89% 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) 1,594,677 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) 1,594,677 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: April 14, 2003 By: /s/ EMANUEL J. FRIEDMAN
----------------------------------------
Name: Emanuel J. Friedman
Title: Chairman and Co-Chief
Executive Officer
Dated: April 14, 2003 By: /s/ ERIC F. BILLINGS
----------------------------------------
Name: Eric F. Billings
Title: Vice Chairman and Co-Chief
Executive Officer
FBR VENTURE CAPITAL MANAGERS, INC.
Dated: April 14, 2003 By: /s/ EMANUEL J. FRIEDMAN
----------------------------------------
Name: Emanuel J. Friedman
Title: Chairman and Co-Chief
Executive Officer
Dated: April 14, 2003 By: /s/ ERIC F. BILLINGS
----------------------------------------
Name: Eric F. Billings
Title: Vice Chairman and Co-Chief
Executive Officer