SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
MARCH 31, 2003
Date of report (Date of earliest event reported)
FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
VIRGINIA 1-01703 32-0045263
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
1001 NINETEENTH STREET NORTH
ARLINGTON, VA 22209
(Address of Principal Executive Offices, including Zip Code)
(703) 312-9500
(Registrant's telephone number, including area code)
FOREST MERGER CORPORATION
(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 31, 2003, Friedman, Billings, Ramsey Group, Inc., a Virginia
corporation ("FBR Group"), and FBR Asset Investment Corporation, a Virginia
corporation ("FBR Asset"), combined their businesses by merging with and into
Forest Merger Corporation, a Virginia corporation ("New FBR," renamed "Friedman,
Billings, Ramsey Group, Inc." upon completion of the merger). In the merger,
each share of FBR Group Class A common stock, par value $0.01 per share ("FBR
Group Class A Common Stock"), has been converted into one share of New FBR Class
A common stock, par value $0.01 per share ("New FBR Class A Common Stock"), each
share of FBR Group Class B common stock, par value $0.01 per share, has been
converted into the right to receive one share of New FBR Class B common stock,
par value $0.01 per share ("New FBR Class B Common Stock" and, together with New
FBR Class A Common Stock, the "New FBR Common Stock"), and each share of FBR
Asset common stock, par value $0.01 per share ("FBR Asset Common Stock"), has
been converted into 3.65 shares of New FBR Class A Common Stock.
The issuance of New FBR Common Stock in the merger was registered under
the Securities Act of 1933 pursuant to New FBR's registration statement on Form
S-4 (File No. 333-101703) (the "Registration Statement") filed with the
Securities and Exchange Commission (the "SEC") and declared effective on
February 26, 2003. The Joint Proxy Statement/Prospectus of FBR Group and FBR
Asset included in the Registration Statement contains additional information
about this transaction. Pursuant to Rule 12g-3(c) under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), the New FBR Class A Common Stock
is deemed to be registered under Section 12(b) of the Exchange Act. The New FBR
Class A Common Stock has been approved for listing on the New York Stock
Exchange and will trade under the ticker symbol "FBR". The description of New
FBR Common Stock contained under the caption "Description of New FBR Capital
Stock" in the Joint Proxy Statement/Prospectus is incorporated by reference
herein.
Shares of FBR Group Class A Common Stock and FBR Asset Common Stock
were both registered pursuant to Section 12(b) of the Exchange Act and listed on
the New York Stock Exchange. Each of FBR Group and FBR Asset is delisting its
common stock from the New York Stock Exchange and filing a Form 15 with the SEC
to terminate the registration of its common stock under the Exchange Act.
New FBR's fiscal year will end on the 31st day of December in each
year.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
The merger will be reported by New FBR as an acquisition of FBR Asset
by FBR Group. The consolidated financial statements of FBR Asset for the years
ended December 31 2001, 2000 and 1999 are hereby incorporated by reference
herein. Pursuant to the instructions to Item 7(a)(4) and Item 7(b)(2) of Form
8-K, not later than 60 days after the date that this report was required to be
filed, New FBR intends to file an amendment to this Report on Form 8-K/A that
will include the related pro forma financial information within 60 days.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of November 14, 2002, by
and among Friedman, Billings, Ramsey Group, Inc., FBR Asset
Investment Corporation and Forest Merger Corporation
(incorporated by reference to Annex A to the Joint Proxy
Statement/ Prospectus in Amendment No. 3 to Forest Merger
Corporation's Registration Statement on Form S-4 filed on
February 26, 2003 (File No. 333-01703)).
3.1 Amended and Restated Articles of Incorporation of Friedman,
Billings, Ramsey Group, Inc.
3.2 By-Laws of Friedman, Billings, Ramsey Group, Inc.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant 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
____________________________
Name: Emanuel J. Friedman
Title: Chairman and
Co-Chief Executive Officer
Date: March 31, 2003
EXHIBIT INDEX
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2.1 Agreement and Plan of Merger, dated as of November 14, 2002, by and among
Friedman, Billings, Ramsey Group, Inc., FBR Asset Investment Corporation
and Forest Merger Corporation (incorporated by reference to Annex A to the
Joint Proxy Statement/ Prospectus in Amendment No. 3 to Forest Merger
Corporation's Registration Statement on Form S-4 filed on February 26,
2003 (File No. 333-01703)).
3.1 Amended and Restated Articles of Incorporation of Friedman, Billings,
Ramsey Group, Inc.
3.2 By-Laws of Friedman, Billings, Ramsey Group, Inc.