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| AI > SEC Filings for AI > Form 8-K on 5-Jun-2009 | All Recent SEC Filings |
5-Jun-2009
Entry into a Material Definitive Agreement, Results of Operati
On June 1, 2009, the Board of Directors (the "Board") of Friedman, Billings, Ramsey Group, Inc. d/b/a Arlington Asset Investment Corp., a Virginia corporation (the "Company"), adopted a rights agreement and declared a dividend of one preferred share purchase right ("Right") for each outstanding share of the Company's Class A common stock, par value $0.01 per share ("Class A common stock"), and Class B common stock, par value $0.01 per share ("Class B common stock"). The dividend is payable to shareholders of record as of the close of business on June 5, 2009. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Plan") dated June 5, 2009, by and between the Company and American Stock Transfer & Trust Company LLC, as Rights Agent. No shareholder approval is required for adoption of the Rights Agreement, however, the Company plans to submit the Rights Agreement to its shareholders for approval within the next 12 months.
The Board adopted the Rights Plan in an effort to protect against a possible limitation on the Company's ability to use its net operating loss carryforwards ("NOLs"), net capital loss carryforwards ("NCLs") and built-in losses under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, which may be used to reduce potential future federal income tax obligations. The Company's ability to use its NOLs, NCLs and built-in losses would be limited if there was an "ownership change" under Section 382 of the Internal Revenue Code. This would occur if shareholders owning (or deemed under Section 382 to own) 5% or more of the Company's stock increase their collective ownership of the aggregate amount of outstanding shares of the Company by more than 50 percentage points over a defined period of time. The Rights Plan was adopted to reduce the likelihood of an "ownership change" occurring as defined by Section 382.
The Rights Plan is intended to act as a deterrent to any person or group
acquiring 4.9% or more of the Company's outstanding Class A common stock (an
"Acquiring Person") without the approval of the Board. Shareholders who own 4.9%
or more of the Company's outstanding Class A common stock as of the close of
business on June 5, 2009 will not trigger the Rights Plan so long as they do not
(i) acquire any additional shares of Class A common stock or (ii) fall under
4.9% ownership of Class A common stock and then re-acquire additional shares so
that they own 4.9% or more of the Class A common stock. The Rights Plan does not
exempt any future acquisitions of Class A common stock by such persons. Any
Rights held by an Acquiring Person are void and may not be exercised. No Person
shall be an Acquiring Person unless the Board shall have affirmatively
determined, in its sole and absolute discretion, within ten (10) business days
(or such later time as the Board may determine) after such person has otherwise
met the requirements of becoming an Acquiring Person, that such person shall be
an Acquiring Person.
The Rights. The Board authorized the issuance of one Right per each outstanding share of the Company's Class A common stock and Class B common stock payable to shareholders of record as of the close of business on June 5, 2009. Subject to the terms, provisions and conditions of the Rights Plan, if the Rights become exercisable, each Right would initially represent the right to purchase from the Company one ten-thousandth of a share of Series A Junior Preferred Stock for a purchase price of $3.00, subject to adjustment in accordance with the terms of the Rights Plan (the "Purchase Price"). If issued, each fractional share of preferred stock would give the shareholder approximately the same dividend, voting and liquidation rights as does one share of the Company's Class A common stock. However, prior to exercise, a Right does not give its holder any rights as a shareholder of the Company, including without limitation any dividend, voting or liquidation rights.
Exercisability. The Rights will generally not be exercisable until the earlier of (i) 10 business days after a public announcement by the Company that a person or group has become an Acquiring Person and (ii) 10 business days after the commencement of a tender or exchange offer by a person or group for 4.9% or more of the Class A common stock.
The date that the Rights may first become exercisable is referred to as the "Distribution Date." Until the Distribution Date, the Class A common stock and Class B common stock certificates will evidence the Rights and will contain a . . .
The information appearing below in Item 7.01 of this Current Report on Form 8-K is incorporated herein by reference.
The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 furnished pursuant to Item 9.01, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 furnished pursuant to Item 9.01, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended.
The information set forth under "Item 1.01 Entry into Material Definitive Agreement" is incorporated herein by reference. The Rights Agreement, specifying the terms of the Rights, is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
In connection with the adoption of the Rights Agreement referenced in Item 1.01 above, the Board approved Articles of Amendment to the Company's Amended and Restated Articles of Incorporation creating a new series of Preferred Stock designated as Series A Junior Preferred Stock. The Articles of Amendment were filed with the State Corporation Commission of the Commonwealth of Virginia and became effective at 12:01 a.m. on June 5, 2009. The Articles of Amendment are attached hereto as Exhibit 3.1 and are incorporated herein by reference. The information set forth above under Item 1.01 is incorporated herein by reference.
On June 5, 2009, the Company issued a press release announcing the adoption of the Rights Plan and other corporate changes, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 furnished pursuant to Item 9.01, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 furnished pursuant to Item 9.01, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended.
(d) Exhibits
3.1 Articles of Amendment, dated June 5, 2009, to the Company's Amended and Restated Articles of Incorporation creating a new series of Preferred Stock designated as Series A Junior Preferred Stock.
4.1 Rights Agreement, dated as of June 5, 2009, between the Company and American Stock Transfer & Trust Company LLC (which includes the form of Articles of Amendment as Exhibit A, the form of Rights Certificate as Exhibit B and the form of Summary of Rights to Purchase Preferred Stock as Exhibit C).
99.1 Press Release issued by the Company on June 5, 2009.
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