Filed by Friedman, Billings, Ramsey Group, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-6
Under the Securities Exchange Act of 1934
Subject Company: FBR Asset Investment Corporation
Commission File No.:001-15049
[FBR Logo]
Media Contacts:
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Bob Leahy 703-312-9745 or bleahy@fbr.com
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Bill Dixon 703-469-1092 or bdixon@fbr.com
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FEDERAL RESERVE APPROVES MERGER OF FRIEDMAN, BILLINGS, RAMSEY GROUP
AND FBR ASSET INVESTMENT CORPORATION
ARLINGTON, VA., MARCH 14, 2003 - Friedman, Billings, Ramsey Group, Inc. (NYSE:
FBR) and FBR Asset Investment Corporation (NYSE: FB) today announced that the
Board of Governors of the Federal Reserve System ("Federal Reserve") has
approved the application by Friedman, Billings, Ramsey Group, Inc. to merge with
FBR Asset Investment Corporation. The terms of the approval permit consummation
of the merger after a 15 day waiting period, which will expire March 29, 2003.
The shareholders of both companies will vote on the merger at special meetings
to be held March 28, 2003.
"We are pleased that we have now received the last regulatory approval required
for us to complete the merger," said Emanuel J. Friedman, Chairman and Co-Chief
Executive Officer, Friedman, Billings, Ramsey Group, Inc. "Assuming closing of
the merger following the shareholders meetings, we expect the Board of Directors
of the merged company will declare a 34 cent first quarter dividend on all
shares of the newly merged company for payment in April."
As part of the approval process, FBR Group committed to the Federal Reserve that
within six months of the date of the merger, FBR Group would no longer be a
financial holding company subject to regulation by the Federal Reserve. FBR
Group will be able to satisfy this commitment and retain FBR National Bank &
Trust with operations related to mutual funds, trust and custody.
"FBR National Bank and Trust's operations remain a valued portion of our
business platform going forward, in particular as they relate to our mutual
funds and trust business," said Eric F. Billings, Vice Chairman and Co-Chief
Executive Officer of Friedman, Billings, Ramsey Group, Inc. "The Bank's trust
operations are showing great promise and this is an area of our business we
expect to grow with the addition of new assets and new corporate trust
relationships."
Friedman, Billings, Ramsey Group, Inc., headquartered in Arlington, Va.,
provides investment banking, institutional brokerage, specialized asset
management, and private client services. FBR focuses capital and financial
expertise on six industry sectors: financial services, real estate, technology,
energy, healthcare, and diversified industries. FBR also has offices in Atlanta,
Bethesda, Boston, Charlotte, Chicago, Cleveland, Dallas, Denver, Irvine, London,
New York, Portland, San Francisco, Seattle, and Vienna. Bank products and
services are offered by FBR National Bank & Trust, member FDIC and an Equal
Housing Lender. For more information, see http://www.fbr.com.
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FBR Asset Investment Corporation is a real estate investment trust (REIT). FBR
Asset invests in
(more)
2
mortgage-backed securities and makes opportunistic investments in debt and
equity securities of companies engaged in real estate-related and other
businesses. FBR Asset is externally managed by Friedman, Billings, Ramsey
Investment Management, Inc., a subsidiary of Friedman, Billings, Ramsey Group,
Inc. Friedman, Billings, Ramsey Group, Inc. is currently a minority shareholder
of FBR Asset.
# # #
PROXY INFORMATION
IN CONNECTION WITH THE PROPOSED TRANSACTIONS, FRIEDMAN, BILLINGS, RAMSEY GROUP,
INC., FBR ASSET INVESTMENT CORPORATION AND FOREST MERGER CORPORATION HAVE FILED
A DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS WITH THE SECURITIES AND EXCHANGE
COMMISSION. INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE
DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTIONS,
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. INVESTORS AND SECURITY HOLDERS
MAY OBTAIN A FREE COPY OF THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND
OTHER DOCUMENTS CONTAINING INFORMATION ABOUT FBR GROUP AND FBR ASSET, WITHOUT
CHARGE, AT THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. FREE COPIES OF BOTH
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COMPANIES' FILINGS MAY BE OBTAINED BY DIRECTING A REQUEST TO 1001 NINETEENTH
STREET NORTH, ARLINGTON, VIRGINIA 22209, ATTENTION: INVESTOR RELATIONS.
PARTICIPANTS IN SOLICITATION
FBR GROUP, FBR ASSET AND THEIR RESPECTIVE DIRECTORS, EXECUTIVE OFFICERS AND
OTHER MEMBERS OF THEIR MANAGEMENT AND EMPLOYEES MAY BE SOLICITING PROXIES FROM
THEIR RESPECTIVE STOCKHOLDERS IN CONNECTION WITH THE PROPOSED MERGER.
INFORMATION CONCERNING FBR GROUP'S PARTICIPANTS IN THE SOLICITATION IS SET FORTH
IN FBR GROUP'S PROXY STATEMENT FOR ITS ANNUAL MEETING OF STOCKHOLDERS, FILED
WITH THE SEC ON MAY 30, 2002. INFORMATION CONCERNING FBR ASSET'S PARTICIPANTS IN
THE SOLICITATION IS SET FORTH IN FBR ASSET'S PROXY STATEMENT FOR ITS ANNUAL
MEETING OF STOCKHOLDERS, FILED WITH THE SEC ON APRIL 23, 2002. ADDITIONAL
INFORMATION IS SET FORTH IN THE DEFINITIVE PRELIMINARY JOINT PROXY
STATEMENT/PROSPECTUS RELATING TO THE TRANSACTION FILED WITH THE SEC.