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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
Friedman, Billings, Ramsey Group, Inc.
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
358433 10 0
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(CUSIP Number)
John F. Fulgoney, Esquire
PNC Bank Corp.
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222
(412) 762-1408
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 29, 1997
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement /X /.
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<PAGE>
CUSIP No. 358433 10 0
SCHEDULE 13D
1. Name of Reporting Person: PNC Investment Corp.
I.R.S. Identification No. 51-0206717
2. Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
3. SEC Use Only
4. Source of Funds: WC
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant To Items 2(d) or 2(e) / /
6. Citizenship or Place of Organization: Delaware
Number of 7. Sole Voting Power: 2,451,421
Shares
Beneficially 8. Shared Voting Power: 0
Owned by
Each 9. Sole Dispositive Power: 2,451,421
Reporting
Person 10. Shared Dispositive Power: 0
With
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 2,451,421
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row 11: 18.2%
14. Type of Reporting Person: CO
<PAGE>
Item 1. Security and Issuer.
The title of the class of equity securities to which this Schedule 13D
relates is the class A common stock, par value $.01 per share, of Friedman,
Billings, Ramsey Group, Inc. ("FBR Common Stock"). The address of the principal
executive offices of Friedman, Billings, Ramsey Group, Inc. ("FBR") is Potomac
Tower, 1001 Nineteenth Street North, Arlington, Virginia 22209.
Item 2. Identity and Background.
This statement is filed on behalf of PNC Investment Corp. ("PNCIC").
PNCIC is a Delaware corporation with its principal executive offices at 222
Delaware Avenue, Wilmington, Delaware 19899. PNCIC is a wholly-owned subsidiary
of PNC Holding Corp. ("PNCHC"), which is a Delaware corporation and a
wholly-owned subsidiary of PNC Bank Corp. ("PNC"), a Pennsylvania corporation
registered as a bank holding company under the Bank Holding Company Act of 1956,
as amended. PNCIC holds certain investments on behalf of PNC. PNCHC is the
holding company for certain of PNC's nonbank subsidiaries and PNC is principally
engaged in the business of managing and controlling banks and activities closely
related to banking. PNCHC's principal executive offices are located at 222
Delaware Avenue, Wilmington, Delaware 19899. PNC's principal executive offices
are located at 249 Fifth Avenue, Pittsburgh, Pennsylvania 15222. PNCIC, PNCHC
and PNC are referred to herein as the "PNC Entities."
Filed as Schedules I and II to this Schedule 13D are lists of the
executive officers and directors of PNCIC and PNC, respectively, containing the
following information with respect to each such person: (a) name, (b) business
address and (c) present principal occupation or employment, and the name and, if
different from such person's business address, the address of any corporation or
other organization in which such employment is conducted. Each person listed in
Schedules I and II is a United States citizen, except that Mr. Wehmeier is a
citizen of the Federal Republic of Germany.
During the past five years, none of the PNC Entities nor, to the best of
PNCIC's knowledge, any person named in Schedule I or Schedule II (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result 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.
<PAGE>
Item 3. Source and Amount of Funds
or Other Consideration.
Pursuant to an Agreement dated October 29, 1997 ("Investment
Agreement"), PNC agreed to purchase from certain FBR shareholders for cash a
number of shares of FBR Common Stock equal to 4.9% of the total number of shares
of FBR Common Stock and FBR's class B common stock outstanding upon consummation
of FBR's initial public offering (the FBR Common Stock and Class B common stock
being referred to collectively as "FBR Capital Stock"). PNC has assigned the
Investment Agreement to PNCIC. The purchase of such shares (2,451,421 in number)
was consummated by PNCIC on December 29, 1997 at a price of $19.20 per share
upon consummation of FBR's initial public offering. The aggregate amount of
funds required to purchase the shares was $47,067,283. PNCIC's source of funds
was working capital.
Item 4. Purpose of Transactions.
Contemporaneously with the execution of the Investment Agreement, PNC
and FBR entered into a non-binding Memorandum of Understanding ("MOU") pursuant
to which FBR and PNC intend to establish an ongoing strategic business
relationship with respect to selected capital markets and related activities.
The MOU provides a framework pursuant to which FBR and PNC will work together on
an arms-length basis to refer potential business to each other. Specifically,
FBR will be the exclusive independent broker-dealer to which PNC refers
underwriting and high-yield business that is not conducted by PNC. Upon the
receipt by PNC of full "tier 2" powers, FBR will cooperate with PNC's "section
20" securities affiliate to include PNC as a co-lead underwriter or co-placement
agent on such referred business. FBR will also work with PNC to provide enhanced
derivatives, asset securitization, bridge lending and other bank financing
products to FBR's clients.
FBR and PNC will explore both the possibility of forming bridge and/or
equity and venture capital funds to serve the common needs of their respective
client bases and potential strategic relationships in other business lines,
including merger and acquisition advisory services, merchant banking and venture
capital activities, asset management and real estate advisory services.
PNC entered into the Investment Agreement in conjunction with the MOU.
See also the description in Item 6 hereof of certain other provisions of the
Investment Agreement.
PNC intends to continue to evaluate its investment in, and relationship
with, FBR. PNC or its affiliates may purchase additional shares of FBR Common
Stock in open market or private transactions and may dispose of shares of FBR
Common Stock, subject to applicable legal and regulatory requirements.
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Except as otherwise set forth in Items 4, 5 and 6 hereof, none of the
PNC Entities currently has any plans or proposals which relate to or would
result in (i) the acquisition by any person of additional securities of FBR, or
the disposition of securities of FBR; (ii) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving FBR or
any of its subsidiaries; (iii) a sale or transfer of a material amount of assets
of FBR or any of its subsidiaries; (iv) any change in the present Board of
Directors or management of FBR, including any change in the number or term of
FBR directors or the filling of any existing vacancies on the Board of Directors
of FBR; (v) any material change in the present capitalization or dividend policy
of FBR; (vi) any other material change in the business or corporate structure of
FBR; (vii) changes in FBR's charter, bylaws or instruments corresponding thereto
or other actions which may impede the acquisition of control of FBR by any
person; (viii) causing a class of securities of FBR to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(ix) a class of equity securities of FBR becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934; or (x) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
The 2,451,421 shares of FBR Common Stock acquired by PNCIC on December
29, 1997 as described in Item 3 hereof represent approximately 18.2% of the
13,451,421 shares of FBR Common Stock issued and outstanding upon completion of
FBR's initial public offering according to FBR's prospectus dated December 22,
1997. Such shares represent approximately 4.9% of the total number of
outstanding shares of FBR Capital Stock.
Except as otherwise described herein, none of the PNC Entities nor, to
the best of PNCIC's knowledge, any of the persons listed on Schedule I or II
hereto, beneficially owns any shares of FBR Common Stock. Other than as stated
above, no transactions in FBR Common stock were effected during the past 60 days
by any of the PNC Entities or, to the best of PNCIC's knowledge, by any of the
persons listed on Schedule I or II hereto.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to
Securities of the Issuer.
Set forth below is a description of selected provisions of the
Investment Agreement. Such description is qualified in its entirety by reference
to the copy of the Investment Agreement filed as an Exhibit hereto, which is
incorporated by reference herein and made a part hereof to the same extent as
though set forth herein in full.
<PAGE>
In addition to the purchase of FBR Common Stock contemplated by Item 3
hereof, the Investment Agreement requires PNC to purchase additional shares of
FBR Common Stock upon exercise of the underwriters' overallotment option related
to FBR's initial public offering so as to maintain ownership of 4.9% of the
total number of outstanding shares of FBR Capital Stock. The maximum number of
additional shares that PNC may be required to purchase under this arrangement is
73,500. The purchase price per share would be $19.20. The underwriters'
overallotment option expires on January 22, 1998.
The Investment Agreement provides PNC with certain registration rights
with respect to the shares of FBR Common Stock acquired thereunder. PNC will be
able to exercise one "demand" registration right any time following June 27,
1998, thereby requiring FBR to file a registration statement with the Securities
and Exchange Commission to register some or all of PNC's shares of FBR Common
Stock under the Securities Act of 1933, as amended ("1933 Act"). In addition,
PNC may, at any time following June 27, 1998, exercise up to two "piggyback"
registration rights, thereby requiring FBR to register some or all of PNC's
shares of FBR Common Stock in any registration statement filed by FBR under the
1933 Act for the sale of FBR Common Stock by either FBR or a third party.
Item 7. Material to be Filed as Exhibits.
1. Agreement, dated as of October 29, 1997, between PNC and FBR.
<PAGE>
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.
Dated: January 7, 1998 PNC INVESTMENT CORP.
By /s/ R. Haunschild
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R. Haunschild
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SCHEDULE I
Following is a list of the executive officers and directors of
PNC Investment Corp. as of January 5, 1998:
Executive Officers:
Name Office
- ---- ------
Richard C. Caldwell Chairman
Robert L. Haunschild President and Treasurer
Mr. Caldwell's business address is 1600 Market Street, Philadelphia,
Pennsylvania 19103. Mr. Haunschild's business address is PNC Bank Corp., 249
Fifth Avenue, Pittsburgh, Pennsylvania 15222.
Directors:
Name and Occupation Business Address
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Richard C. Caldwell 1600 Market Street
Executive Vice President Philadelphia, PA 19103
PNC Bank Corp.
Walter E. Gregg, Jr. 249 Fifth Avenue
Senior Executive Vice President Pittsburgh, PA 15222
PNC Bank Corp.
Thomas H. O'Brien 249 Fifth Avenue
Chairman and Chief Executive Officer Pittsburgh, PA 15222
PNC Bank Corp.
Maria C. Schaffer 222 Delaware Avenue
Vice President Wilmington, DE 19899
PNC Bank, Delaware
I-1
<PAGE>
SCHEDULE II
Following is a list of the executive officers and directors of PNC Bank
Corp. ("PNC") as of January 5, 1998:
Executive Officers:
Name Office
- ---- ------
Thomas H. O'Brien Chairman and Chief Executive Officer
James E. Rohr President
Richard C. Caldwell Executive Vice President
Walter E. Gregg, Jr. Senior Executive Vice President
Frederick J. Gronbacher Executive Vice President
Robert L. Haunschild Senior Vice President and
Chief Financial Officer
William J. Johns Senior Vice President and
Chief Accounting Officer
Ralph S. Michael, III Executive Vice President
Thomas E. Paisley Senior Vice President and Chairman,
Corporate Credit Policy
Helen P. Pudlin Senior Vice President and
General Counsel
Bruce E. Robbins Executive Vice President
The business address for each executive officer is PNC Bank Corp., 249
Fifth Avenue, Pittsburgh, Pennsylvania 15222, except that Mr. Caldwell's
business address is 1600 Market Street, Philadelphia,
Pennsylvania 19103.
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Directors:
Name and Occupation Business Address
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Paul W. Chellgren P.O. Box 391
Chairman and Chief Executive Officer Ashland, KY 41114
Ashland, Inc.
Robert N. Clay Three Chimneys Farm
President and Chief Executive Officer Versailles, KY 40383
Clay Holding Company
George A. Davidson, Jr. CNG Tower, 625 Liberty Avenue
Chairman and Chief Executive Officer Pittsburgh, PA 15222-3199
Consolidated Natural Gas Company
David F. Girard-diCarlo One Logan Square
Managing Partner Philadelphia, PA 19103
Blank Rome Comisky & McCauley
C. G. Grefenstette 2000 Grant Building
Chairman Pittsburgh, PA 15219
The Hillman Company
William R. Johnson 600 Grant Street
President and Chief Operating Officer Pittsburgh, PA 15219-2857
H. J. Heinz Company
Bruce C. Lindsay 1520 Locust Street
Chairman and Managing Director Philadelphia, PA 19102
Brind-Lindsay & Co., Inc.
Thomas Marshall 600 Grant Street
Thomas Marshall Foundation Pittsburgh, PA 15219-2704
W. Craig McClelland 1600 Valley Road
Chairman and Chief Executive Officer Wayne, NJ 07470
Union Camp Corporation
Thomas H. O'Brien 249 Fifth Avenue
Chairman and Chief Executive Officer Pittsburgh, PA 15222
PNC Bank Corp.
Jane G. Pepper 100 N. 20th Street
President Philadelphia, PA 19103-1495
Pennsylvania Horticultural Society
Jackson H. Randolph 221 East Fourth Street
Chairman Cincinnati, OH 45202
Cinergy Corp.
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<PAGE>
James E. Rohr 249 Fifth Avenue
President and Chief Executive Officer Pittsburgh, PA 15222
PNC Bank, N.A.
Roderic H. Ross 1401 Walnut Street
Chairman and Chief Executive Officer Philadelphia, PA 19102-3122
Keystone State Life Insurance
Company
Vincent A. Sarni One PPG Place
Retired Chairman and Pittsburgh, PA 15272
Chief Executive Officer
PPG Industries, Inc.
Garry J. Scheuring Two Tower Center
Retired Vice Chairman East Brunswick, NJ 08816-1100
PNC Bank Corp.
Richard P. Simmons 1000 Six PPG Place
Chairman, President and Chief Pittsburgh, PA 15222-5479
Executive Officer
Allegheny Teledyne Incorporated
Thomas J. Usher 600 Grant Street
Chairman and Chief Executive Officer Pittsburgh, PA 15219-4776
USX Corporation
Milton A. Washington 5604 Baum Boulevard
President and Chief Executive Officer Pittsburgh, PA 15206
AHRCO
Helge H. Wehmeier 100 Bayer Road
President and Chief Executive Officer Pittsburgh, PA 15205-9741
Bayer Corporation
II-3
<PAGE>
EXHIBIT INDEX
Location in
Sequentially
Numbered Copy
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Exhibit 1 Agreement, dated as of
October 29, 1997, between PNC
and FBR
Exhibit 1
October 29, 1997
Friedman, Billings, Ramsey Group, Inc.
1001 19th Street North
Arlington, VA 22209
Dear Sirs:
The undersigned investor (the "Investor"), subject and pursuant to
the terms and conditions set forth below, agrees to purchase from Friedman,
Billings, Ramsey Group, Inc. (together with its successors, "FBR") and/or
certain selling stockholders of FBR (the "Selling Stockholders"), and FBR,
subject and pursuant to the terms and conditions set forth below, agrees on its
behalf or on behalf of the Selling Stockholders to sell to such Investor, such
number of shares (the "Offered Securities") of Class A Common Stock, par value
$0.01 per share (the "Class A Common Stock"), of FBR as shall constitute 4.9% of
the then total aggregate number of currently outstanding shares of Common Stock
of FBR after giving effect to the issuance of any such primary shares (including
any primary shares issued pursuant to the underwriters' over-allotment option).
The purchase and sale of such shares shall occur substantially simultaneously
with the closing of the initial public offering (including the underwriters'
over-allotment option) (the "IPO") of shares of the Class A Common Stock as
contemplated in the draft Registration Statement (and associated form of
prospectus) on Form S-1 attached as Annex 1 hereto (the "Draft Registration
Statement"). As used herein, the term "Common Stock" shall mean the Class A
Common Stock, the Class B Common Stock"), par value $0.01 per share, of FBR (the
"Class B Common Stock"), and any other classes of Common Stock as may be
established prior to the consummation of the IPO.
Substantially simultaneously with the execution of this Agreement,
Investor and FBR are entering into a nonbinding memorandum of understanding
relating to certain anticipated mutually beneficial business relationships which
Investor and FBR hope to establish (a copy of which is attached hereto as Annex
2).
1. Representations and Warranties
(a) Investor has received a copy of the Draft Registration
Statement which for purposes of this Agreement shall constitute a private
offering
<PAGE>
memorandum relating to the Offered Securities which the Investor agrees to
purchase pursuant to Section 2 below and understands that no person has been
authorized to give any information or to make any representations that were not
contained in the Draft Registration Statement, and Investor has not relied on
any such other information or representations in making a decision to purchase
any of the Offered Securities. Investor understands that an investment in FBR
involves a high degree of risk, including the risks set forth under the caption
"RISK FACTORS" in the Draft Registration Statement.
(b) Investor has been advised that (i) there will be restrictions
on the transfer of the Offered Securities and (ii) there has been no prior
trading market for the Offered Securities.
(c) Investor has been advised that any and all certificates
representing the Offered Securities shall bear the following legend, or one
substantially similar thereto:
The shares represented by this certificate were issued in a
private placement preceding the initial public offering of the
Corporation and have not been registered under the Securities
Act of 1933, as amended, or under any state securities laws and
may not be transferred, sold or otherwise disposed of except
pursuant to an effective registration statement or pursuant to
an exemption from registration, under the Securities Act and
under any applicable state securities laws.
(d) Investor agrees and understands that FBR shall remain free to
revise the Draft Registration Statement and the proposed terms of the IPO
(including, without limitation, the number of shares to be sold in the IPO, the
proposed terms of the Restated Articles of Association of FBR and relative
voting and other rights of the holders of the Class A Common Stock and Class B
Common Stock and/or such other classes of capital stock of FBR as FBR may
determine to establish) in FBR's sole discretion prior to the consummation of
the IPO and/or to abandon the proposed IPO; provided, however, that Investor's
obligations hereunder shall be conditioned on the aggregate number of shares of
Common Stock sold on either a primary or secondary basis (or a combination
thereof) in the IPO (excluding the Offered Securities) being not less than
5,000,000 shares of Class A Common Stock. Investor agrees and understands that
by executing this Agreement it is agreeing to
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<PAGE>
purchase the Offered Securities on the terms that, except as set forth in
Section 2, are offered to the public in the IPO, and that the sale of shares in
the IPO will be based upon such disclosures as will be set forth in the final
prospectus relating to the IPO.
(e) Investor represents that it is a sophisticated institutional
or corporate investor and is an "accredited investor" as defined in Rule 501
under the Securities Act of 1933 and that Investor has sufficient knowledge and
experience in financial and business matters to make an informed investment
decision based upon the information included in the Draft Registration Statement
and this Agreement. Investor further represents that Investor can bear the
economic risk of loss of the entire investment in the Offered Securities being
purchased by such Investor; that Investor intends to purchase such Offered
Securities for the account of the Investor and its affiliates and not, in whole
or in part, for the account of any other person.
(f) Investor represents that it is acquiring the Offered
Securities solely for investment purposes and that it shall not exercise or
attempt to exercise any controlling influence over the business or affairs of
FBR or any of its subsidiaries.
(g) The execution, delivery and performance by Investor of this
Agreement have been duly authorized by all necessary action and this Agreement
has been duly executed and delivered and, when executed and delivered by FBR,
will constitute the legal, valid, binding and enforceable obligation of
Investor, subject to applicable bankruptcy, insolvency and similar laws
affecting creditors' rights generally and subject, as to enforceability, to
general principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law).
(h) The Investor is a corporation duly incorporated, validly
existing and in good standing under the laws of Pennsylvania, with full power
and authority (corporate and other) to perform its obligations under this
Agreement. Investor does not require any consents or approvals of any
governmental, regulatory or self-regulatory bodies (other than expiration of the
waiting period pursuant to the Hart-Scott-Rodino Antitrust Improvement Act of
1972, as amended) to execute this Agreement and/or to perform its obligations
hereunder.
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<PAGE>
(i) FBR represents and warrants to Investor that FBR and/or the
Selling Stockholders, immediately prior to the consummation of the sale of the
Offered Securities to the Investor, will have good and marketable title to such
securities, free and clear of any liens, claims, charges, security interests or
encumbrances of any kind and that the execution, delivery and performance by FBR
of this Agreement have been duly authorized by all necessary action, and this
Agreement has been duly executed and delivered by FBR and, when executed and
delivered by the Investor, will constitute the legal, valid and binding
obligation of FBR, enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency and similar laws affecting creditors' rights
generally and subject, as to enforceability, to general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at
law).
2. Subscription and Method of Payment. Investor hereby agrees to
purchase the Offered Securities at a purchase price per share equal to (a) 96%,
times (b) the price per share of such securities offered to the public in the
IPO. FBR shall be responsible for the payment to Lazard Freres, LLC of the
advisory fees due to them with respect to the Offered Securities. Such purchase
shall occur substantially simultaneously with the completion of the sale of
shares to the public in the IPO.
The closing (the "Closing") of the purchase of the Offered
Securities will be held at a time and place to be designated by FBR. Investor
agrees to deliver payment for the Offered Securities at the Closing by wire
transfer in Federal funds to such account or accounts as may be designated by
FBR at least 24 hours prior to the Closing.
3. Miscellaneous.
(a) The Investor agrees not to transfer or assign this Agreement,
or any of the Investor's interest herein; provided that the Investor may assign
its interest herein to its wholly-owned, direct or indirect, subsidiaries.
(b) The Investor agrees that, until the earlier of (i) such date,
if applicable, on which FBR expressly determines not to proceed forward with the
IPO and (ii) March 30, 1998, the Investor may not terminate or revoke this
Agreement or any agreement, offer or commitment of the Investor made hereunder,
and this Agreement shall be binding upon the Investor's successors and assigns.
This Agreement shall automatically terminate without liability of either party
if FBR determines not to proceed with the IPO or
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<PAGE>
the IPO is not consummated by March 30, 1998 or there exists a final order,
injunction or notice from a court or administrative agency of competent
jurisdiction which prohibits consummation of the transactions contemplated
herein.
(c) This Agreement constitutes the entire agreement among the
parties hereto with respect to the subject matter hereof and may be amended only
by written execution by both parties.
(d) THIS AGREEMENT SHALL BE ENFORCED, GOVERNED AND CONSTRUED IN ALL
RESPECTS IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF VIRGINIA.
(e) Time is of the essence with respect to all provisions of this
Agreement including, without limitation, the Investor's obligation to make
payment as of the specified time on the Closing Date.
(f) Execution. By executing this Agreement below, the Investor
agrees to be bound by all of the terms, provisions, warranties and conditions
contained herein. Upon acceptance by FBR, this Agreement shall be binding on
both parties hereto.
(g) Registration Rights. FBR shall, if requested by the Investor (a
"Request"), within 120 days file a shelf registration statement on a form of
general use under the Securities Act of 1933, as amended (the "Securities Act"),
and shall use best efforts to have such registration statement declared
effective in order to facilitate a sale of Class A Common Stock purchased
pursuant hereto; provided, however, that the Investor may not make a Request
prior to 180 days from and after the consummation of the IPO and may not make
more than one Request, except that the Investor may make up to two Requests to
participate in registration statement filed by FBR for the sale of Class A
Common Stock by either FBR or a third party. FBR and Investor shall each pay
one-half of the reasonable fees and expenses incurred in connection with any
offering pursuant to such a requested registration statement (excluding any fees
payable to or discounts received by any underwriters or placement agents) and
shall provide one another customary indemnification with respect to any
liability arising from the portions of such requested registration statement
provided by the respective indemnifying party.
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<PAGE>
(h) In the event that FBR proposes to sell any Common Stock (other
than a brokerage transaction in the ordinary course of business) to any U.S.
bank or bank holding company (a U.S. Bank), other than Common Stock which such
U.S. Bank will not beneficially own or Common Stock that FBR proposes to sell to
a U.S. Bank as a purchaser in any underwritten public offering subsequent to the
IPO (so long as such sale to such U.S. Bank does not exceed 1% of the total
outstanding Common Stock of FBR following the closing of such underwritten
offering), FBR shall provide notice to Investor of its intention and provide
Investor the opportunity to sell any or all of its Class A Common Stock
purchased pursuant hereto to such U.S. Bank.
(i) Sections 2 and 3 of this Agreement shall survive the Closing of
the purchase of the Class A Common Stock pursuant hereto. Section 1 of this
Agreement shall not survive the Closing.
Very truly yours,
PNC BANK CORP.
By: /s/ Walter E. Gregg, Jr.
--------------------------
Title:________________________
Address:______________________
______________________
Telephone:____________________
Facsimile:____________________
Accepted and agreed to this
29th day of October, 1997.
FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.
(a Virginia Corporation)
By:/s/ Emanuel Friedman
--------------------
Title:_________________
