SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Friedman, Billings, Ramsey Group, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Virginia 54-1870350
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(State of incorporation or organization) (IRS Employer
Identification No.)
1001 Nineteenth St. North, Arlington, VA 22209
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the registration
registration of a class of of a class of securities pursuant to
securities pursuant to Section Section 12(g) of the Exchange Act and is
12(b) of the Exchange Act and is effective pursuant to General
effective pursuant to General Instruction A.(d), please check
Instruction A.(c), please check the following box.|_|
the following box.|_|
Securities Act registration statement file number to which this form relates:
File No. 333-39107
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Class A Common Stock New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the common stock, par value $.01 per share
("Common Stock"), of the Registrant is set forth under the caption
"DESCRIPTION OF CAPITAL STOCK -- Common Stock" in the Registration Statement
(the "Registration Statement") on Form S-1 (SEC file number 333-39107), as
filed with the Securities and Exchange Commission (the "Commission") on
October 30, 1997, as amended by Amendment No. 1 thereto filed with the
Commission on December 8, 1997, as further amended by Amendment No. 2 thereto
filed with the Commission on December 19, 1997, and by any other amendment to
the Registration Statement filed with the Commission, prior to such
Registration Statement's being declared effective, which description is
incorporated herein by reference.
ITEM 2. EXHIBITS.
3.1 Amended and Restated Articles of Incorporation of the
Registrant (incorporated herein by reference to Exhibit 3.1 of
the Registrant's Registration Statement on Form S-1 (SEC file
number 333-39107), as filed with the Securities and Exchange
Commission on October 30, 1997, as amended by any amendment to
the Registration Statement filed with the Commission prior to
such Registration Statement's being declared effective).
3.2 Articles of Merger (incorporated herein by reference to
Exhibit 3.2 of the Registrant's Registration Statement on Form
S-1 (SEC file number 333-39107), as filed with the Securities and
Exchange Commission on October 30, 1997, as amended by any
amendment to the Registration Statement filed with the Commission
prior to such Registration Statement's being declared effective).
3.3 Bylaws of the Registrant (incorporated herein by reference to
Exhibit 3.3 of the Registrant's Registration Statement on Form
S-1 (SEC file number 333-39107), as filed with the Securities and
Exchange Commission on October 30, 1997, as amended by any
amendment to the Registration Statement filed with the Commission
prior to such Registration Statement's being declared effective).
9.1 Voting Trust Agreement (incorporated herein by reference to
Exhibit 9.1 of the Registrant's Registration Statement on Form
S-1 (SEC file number 333-39107), as filed with the Securities and
Exchange Commission on October 30, 1997, as amended by any
amendment to the Registration Statement filed with the Commission
prior to such Registration Statement's being declared effective).
99.1 Registration Statement on Form S-1 (SEC file number
333-39107), as filed with the
<PAGE>
Securities and Exchange Commission on October 30, 1997, as
amended by any amendment to the Registration Statement filed with
the Commission prior to such Registration Statement's being
declared effective, which Registration Statement is incorporated
herein by reference.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.
Date: December 19, 1997 By:/s/ Nicholas J. Nichols
Nicholas J. Nichols
Executive Vice President
Friedman, Billings, Ramsey
Group, Inc.
<PAGE>
EXHIBIT LIST
Exhibit Number
3.1 Amended and Restated Articles of Incorporation of the Registrant
(incorporated herein by reference to Exhibit 3.1 of the Registrant's
Registration Statement on Form S-1 (SEC file number 333-39107), as
filed with the Securities and Exchange Commission on October 30, 1997,
as amended by any amendment to the Registration Statement filed with
the Commission prior to such Registration Statement's being declared
effective).
3.2 Articles of Merger (incorporated herein by reference to Exhibit 3.2 of
the Registrant's Registration Statement on Form S-1 (SEC file number
333-39107), as filed with the Securities and Exchange Commission on
October 30, 1997, as amended by any amendment to the Registration
Statement filed with the Commission prior to such Registration
Statement's being declared effective).
3.3 Bylaws of the Registrant (incorporated herein by reference to Exhibit
3.3 of the Registrant's Registration Statement on Form S-1 (SEC file
number 333-39107), as filed with the Securities and Exchange
Commission on October 30, 1997, as amended by any amendment to the
Registration Statement filed with the Commission prior to such
Registration Statement's being declared effective).
9.1 Voting Trust Agreement (incorporated herein by reference to Exhibit
9.1 of the Registrant's Registration Statement on Form S-1 (SEC file
number 333-39107), as filed with the Securities and Exchange
Commission on October 30, 1997, as amended by any amendment to the
Registration Statement filed with the Commission prior to such
Registration Statement's being declared effective).
99.1 Registration Statement on Form S-1 (SEC file number 333-39107), as
filed with the Securities and Exchange Commission on October 30, 1997,
as amended by any amendment to the Registration Statement filed with
the Commission prior to such Registration Statement's being declared
effective, which Registration Statement is incorporated herein by
reference.
