Arlington Asset Investment Corp. – ‘8-K12G3’ for 3/31/03

On:  Monday, 3/31/03, at 9:44am ET   ·   For:  3/31/03   ·   Accession #:  898822-3-297   ·   File #:  0-50230

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Notice of Securities of a Successor Issuer Deemed to be Registered   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K12G3     Form 8-K                                               5     15K 
 2: EX-3.(I)    Exhibit 3.1 ( Articles of Incorporation)              21     80K 
 3: EX-3.(II)   Exhibit 3.2 (By-Laws)                                 13     54K 

8-K12G3   —   Form 8-K
Document Table of Contents

8-K12G3
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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)

8-K12G3
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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.                                                                           

8-K12G3
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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.       

8-K12G3
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 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                                                           

8-K12G3
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 EXHIBIT INDEX
 -------------

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.                         

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K12G3’ Filing		Date		First		Last			Other Filings
Filed on / For Period End:		3/31/03		1		4			10-Q
		2/26/03		2		5			S-4/A
		11/14/02		3		5
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