SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
SCHEDULE 13D/A
(Rule 13d-101)
Amendment No. 1
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
REVCARE, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
--------------------------------------------------------------------------------
(Title of Class of Securities)
761331107
--------------------------------------------------------------------------------
(CUSIP Number)
Richard B. Nash, Esq., 1001 Nineteenth Street North, Arlington, VA 22209
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 1, 2005
--------------------------------------------------------------------------------
(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 that 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 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).
CUSIP No. 761331107 13D/A
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Friedman, Billings, Ramsey Group, Inc.
54-1873198
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 15,000,000 (1, following the Proposed Reverse Stock Split
described in Item 3.)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 15,000,000 (1, following the Proposed Reverse Stock Split
described in Item 3.)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,000,000 (1, following the Proposed Reverse Stock Split described
in Item 3.)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.8% (100% following the Proposed Reverse Stock Split described
in Item 3.)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
HC
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Eric F. Billings
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
15,000,000 (1, following the Proposed Reverse Stock Split
OWNED BY described in Item 3.)
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
15,000,000 (1, following the Proposed Reverse Stock Split
described in Item 3.)
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,000,000 (1, following the Proposed Reverse Stock Split described
in Item 3.)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.8% (100%, following the Proposed Reverse Stock Split described in
Item 3.)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 761331107 13D/A
________________________________________________________________________________
Item 1. Security and Issuer.
This statemnt relates to the common stock of RevCare, Inc., having its principal
executive office at 5400 Orange Avenue, Suite 200, Cypress, CA 90630.
________________________________________________________________________________
Item 2. Identity and Background.
(a)-(c) The Reporting Person, Friedman, Billings, Ramsey Group, Inc.
(I.R.S. ID 54-1873198 ("FBR Group"), is the successor company to Friedman,
Billings, Ramsey Group, Inc. (I.R.S. ID 54-1837743), following the merger of the
latter company with FBR Asset Investment Corporation on March 31, 2003. FBR
Group is a Virginia corporation and holding company for certain asset management
and capital markets businesses, and has elected REIT status. The shares
underlying the original Schedule 13D filing on June 9, 2000 were purchased by
FBR Financial Fund II, which following the original Schedule 13D filing changed
its name to FBR Financial Services Partners, L.P. (the "Fund"), and which is
managed by FBR Investment Management, Inc., a wholly owned, indirect
subsidiary of FBR Group. This filing is being made to report that,
following the proposed 1-for-15,000,000 reverse stock split of the Issuer's
Common Stock, as described in Item 3. below, the Issuer anticipates that the
Fund will be the sole stockholder of record holding 100% of the outstanding
shares of the Issuer's Common Stock.
(d)-(e) During the last five years, Friedman, Billings, Ramsey Group, Inc.
has not been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to 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.
As previously reported on Form 8-K and in FBR Group's Quarterly Report on
Form 10-Q for the quarter ended March 31, 2005 and in its Quarterly Report on
Form 10-Q for the quarter ended June 30, 2005, FBR Group announced that its
broker-dealer subsidiary, Friedman, Billings, Ramsey & Co., Inc. ("FBR & Co.")
has proposed a settlement to the staff of the Division of Enforcement (SEC
staff) of the Securities and Exchange Commission (Commission) and the staff of
the Department of Market Regulation of NASD (NASD staff) to resolve ongoing,
previously disclosed investigations by the SEC and NASD staffs. The proposed
settlement concerns insider trading and other charges related to trading in a
company account and the offering of a private investment in public equity on
behalf of CompuDyne, Inc. in October 2001.
In the SEC proceeding, FBR & Co., without admitting or denying any
wrongdoing, proposed to pay disgorgement, civil penalties and interest totaling
approximately $3.5 million and to consent to the entry of a permanent injunction
with respect to violations of the antifraud provisions of the federal securities
laws, and agreed to consent to an administrative proceeding in which FBR & Co.
would be subjected to a censure and agree to certain additional undertakings
including engagement of an independent consultant to review its procedures and
oversee the implementation of improvements. FBR & Co. has requested that the SEC
staff recommend to the Commission that such an offer of settlement be approved,
pending final negotiation of the settlement language. The offer of settlement is
subject to approval by the Commission, and the Commission may accept, reject or
impose further conditions or other modifications to some or all of the terms of
the proposed settlement. Furthermore, there are no assurances regarding the
Commission's consideration or determination of any offer of settlement, and no
settlement is final unless and until approved by the Commission.
In the parallel NASD proceeding, without admitting or denying any
wrongdoing, FBR & Co. has proposed a settlement of alleged violations of the
antifraud provisions of the federal securities laws and applicable NASD Rules.
FBR & Co. would also agree to the same undertakings provided for in the proposed
settlement with the SEC, and to pay a fine of $4 million to the NASD. The
proposed settlement must be reviewed and accepted by the NASD. The proposed SEC
and NASD settlements are subject to FBR & Co. obtaining relief from certain
statutory disqualifications, and the SEC staff can make no assurance that any or
all of the requested relief will be granted by the Commission.
________________________________________________________________________________
Item 3. Source and Amount of Funds or Other Consideration.
The Issuer's Board of Directors has authorized a 1-for-15,000,000 reverse stock
split (the "Proposed Reverse Stock Split") of the Issuer's Common Stock to
reduce the number of record holders of its Common Stock to fewer than 300 so
that the Issuer may terminate the registration of its Common Stock under Section
12(g) of the Exchange Act and be eligible to cease filing periodic reports with
the Securities and Exchange Commission. Immediately following the Proposed
Reverse Stock Split, the Issuer anticipates that the Fund will be the sole
stockholder of record holding all of the outstanding shares of its Common Stock.
No consideration will be paid by the Reporting Persons in connection with the
Proposed Reverse Stock split. The 30.2% of the Issuer 's outstanding shares of
Common Stock that the Fund does not beneficially own will be exchanged for cash.
The Issuer will pay cash consideration to the remaining stockholders at the rate
of $0.01 for each share of Common Stock that was outstanding before the
effective date of the Proposed Reverse Stock Split but was not part of a
conversion into a full share of post-split Common Stock.
________________________________________________________________________________
Item 4. Purpose of Transaction.
As described in Item 3, the Issuer's Board of Directors has authorized the
Proposed Reverse Stock Split to reduce the number of record holders of its
Common Stock to fewer than 300 so that the Issuer may terminate the registration
of its Common Stock under Section 12(g) of the Exchange Act and be eligible to
cease filing periodic reports with the Securities and Exchange Commission.
Immediately following the Proposed Reverse Stock Split, the Issuer anticipates
that the Fund will be the sole stockholder of record holding all of the
outstanding shares of its Common Stock.
________________________________________________________________________________
Item 5. Interest in Securities of the Issuer.
There are approximately 21,526,909 shares of common stock issued and
outstanding. As of June 9, 2005:
(a) Amount beneficially owned: 15,000,000 Percent of class: 69.8%
(1 share, percent of class: 100%, following the Proposed Reverse Stock Split
described in Item 3.)
(b) The number of shares as to which the Reporting Person has:
(i) Sole power to vote or direct the vote: 15,000,000 shares (1 share,
following the Proposed Reverse Stock Split described in Item 3.)
(ii) Shared power to vote or direct the vote: none
(iii) Sole power to dispose or direct the disposition of: 15,000,000
shares (1 share, following the Proposed Reverse Stock Split
described in Item 3.)
(iv) Shared power to dispose or direct the disposition of: none
(c) Recent Transactions: Not applicable
(d) Grants with Respect to Dividents or Sales Proceeds: Not applicable.
(e) Date of Cessation of Five Percent Beneficial Ownership: Not applicable.
________________________________________________________________________________
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
See the Form SC 13D filed June 9, 2000.
________________________________________________________________________________
Item 7. Material to be Filed as Exhibits.
See the Form SC 13D filed June 9, 2000.
________________________________________________________________________________
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.
Dated: August 11, 2005
By: /s/ ERIC F. BILLINGS
--------------------------------------
Name: Eric F. Billings
Title: Chairman and CEO
Dated: August 11, 2005 /s/ ERIC F. BILLINGS
--------------------------------------
Eric F. Billings