UNITED STATES
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
Date of Report (Date of earliest event reported): February 16, 2005
FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.
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(Exact name of registrant as specified in its charter)
Virginia 000-50230 54-1873198
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1001 Nineteenth Street North, Arlington, VA 22209
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 312-9500
Not Applicable
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13.e-4(c)
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On February 16, 2005, Friedman, Billings, Ramsey Group, Inc. (the
"Company") completed the acquisition of 100% of the equity interests of NLC
Financial Services, LLC ("First NLC") pursuant to the securities purchase
agreement, dated January 10, 2005, as amended, by and among Neal S. Henschel,
Jeffrey M. Henschel, Benjamin Henschel, Andrew Henschel and Sun Mortgage
Partners, L.P. (collectively, the "Sellers"), the Company, FNLC Financial
Services, Inc., a wholly owned subsidiary of the Company ("Buyer"), and First
NLC. In consideration of the acquisition of such equity interests, and taking
into account the closing adjustments, Buyer paid to Sellers approximately $101
million in cash and Company stock.
The Company announced the completion of this acquisition in a press
release dated February 16, 2005, which is filed as Exhibit 99.1 and incorporated
in its entirety by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Friedman, Billings, Ramsey Group, Inc. Press Release dated
February 16, 2005 (announcing the completion of the
acquisition of First NLC)
SIGNATURES
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.
Date: February 16, 2005 By: /s/ Emanuel J. Friedman
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Name: Emanuel J. Friedman
Title: Co-Chairman and Co-Chief
Executive Officer