-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JIiR801AvmDGHnxrgNuOJIkxhEK95nsVx+K9lM2pEZRAxi8bgqaibrWfXsqMj3eY zovChlvgZnf5GJv4s3RxkA== 0001209028-04-000148.txt : 20041210 0001209028-04-000148.hdr.sgml : 20041210 20041209182752 ACCESSION NUMBER: 0001209028-04-000148 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041210 DATE AS OF CHANGE: 20041209 GROUP MEMBERS: FRIEDMAN, BILLINGS, RAMSEY GROUP, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIELDSTONE INVESTMENT CORP CENTRAL INDEX KEY: 0001271831 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79673 FILM NUMBER: 041194410 BUSINESS ADDRESS: STREET 1: 11000 BROKN LAND PARKWAY STREET 2: SUITE 600 CITY: COLUMBIA STATE: MD ZIP: 21044 BUSINESS PHONE: 410-772-7200 MAIL ADDRESS: STREET 1: 11000 BROKEN LAND PARKWAY STREET 2: SUITE 600 CITY: COLUMBIA STATE: MD ZIP: 21044 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRIEDMAN BILLINGS RAMSEY GROUP INC CENTRAL INDEX KEY: 0001209028 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 541873198 STATE OF INCORPORATION: VA FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1001 19TH STREET NORTH CITY: ARLINGTON STATE: VA ZIP: 22209 BUSINESS PHONE: 7033129500 FORMER COMPANY: FORMER CONFORMED NAME: FOREST MERGER CORP DATE OF NAME CHANGE: 20021205 SC 13G/A 1 fieldstone13ga2.txt AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A Section 240.13D-102 Amendment No. 2* INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO SECTION 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO SECTION 240.13d-2 FIELDSTONE INVESTMENT CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 31659U201 - -------------------------------------------------------------------------------- (CUSIP Number) NOVEMBER 30, 2004 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [_] Rule 13d-1(c) [_] Rule 13d-1(d) - ---------- (*) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 31659U201 13G/A ________________________________________________________________________________ 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) FRIEDMAN, BILLINGS, RAMSEY GROUP, INC. 54-1873198 ________________________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] ________________________________________________________________________________ 3. SEC USE ONLY ________________________________________________________________________________ 4. CITIZENSHIP OR PLACE OF ORGANIZATION VIRGINIA ________________________________________________________________________________ NUMBER OF 5. SOLE VOTING POWER** SHARES 3,588,329 _________________________________________________________________ BENEFICIALLY 6. SHARED VOTING POWER** OWNED BY 1,129,581 _________________________________________________________________ EACH 7. SOLE DISPOSITIVE POWER REPORTING 3,588,329 _________________________________________________________________ PERSON 8. SHARED DISPOSITIVE POWER WITH 1,129.581 ________________________________________________________________________________ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,717,910 ________________________________________________________________________________ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.65% ________________________________________________________________________________ 12. TYPE OF REPORTING PERSON* HC ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! ** The Reporting Person has entered into a Voting Agreement pursuant to which the aggregate shares of Common Stock held by the Reporting Person and the entities listed in Item 7 of this Schedule in excess of 3% of the outstanding shares of Common Stock will be voted in the same proportion that the Issuer's other stockholders vote their shares of Common Stock with respect to any proposal submitted to the Company's stockholders for a vote. CUSIP No. 31659U201 13G/A Item 1(a). Name of Issuer: FIELDSTONE INVESTMENT CORPORATION ____________________________________________________________________ Item 1(b). Address of Issuer's Principal Executive Offices: 11000 BROKEN LAND PARKWAY, SUITE 600 COLUMBIA, MD 21044 ____________________________________________________________________ Item 2(a). Name of Person Filing: FRIEDMAN, BILLINGS, RAMSEY GROUP, INC. ____________________________________________________________________ Item 2(b). Address of Principal Business Office, or if None, Residence: 1001 19TH STREET NORTH ARLINGTON, VA 22209 ____________________________________________________________________ Item 2(c). Citizenship: VIRGINIA ____________________________________________________________________ Item 2(d). Title of Class of Securities: COMMON STOCK ____________________________________________________________________ Item 2(e). CUSIP Number: 31659U201 ____________________________________________________________________ Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act. (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [_] Investment company registered under Section 8 of the Investment Company Act. (e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [X] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). CUSIP No. 31659U201 13G/A Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 4,717,910 ______________________________________________________________________ (b) Percent of class: 9.65% ______________________________________________________________________ (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 3,588,329**, (ii) Shared power to vote or to direct the vote: 1,129,581**, (iii) Sole power to dispose or to direct the disposition of: 3,588,329, (iv) Shared power to dispose or to direct the disposition of: 1,129,581. ** The Reporting Person has entered into a Voting Agreement pursuant to which the aggregate shares of Common Stock held by the Reporting Person and the entities listed in Item 7 of this Schedule in excess of 3% of the outstanding shares of Common Stock will be voted in the same proportion that the Issuer's other stockholders vote their shares of Common Stock with respect to any proposal submitted to the Company's stockholders for a vote. Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following [ ]. Not applicable. _______________________________________________________________________ Item 6. Ownership of More Than Five Percent on Behalf of Another Person. Not applicable. _______________________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. FBR Special Situations Fund, L.P. 3(d) FBR Weston Limited Partnership 3(d) Friedman, Billings, Ramsey & Co., Inc. 3(a) _______________________________________________________________________ Item 8. Identification and Classification of Members of the Group. Not applicable. _______________________________________________________________________ Item 9. Notice of Dissolution of Group. Not applicable. ______________________________________________________________________ Item 10. Certifications. (a) The following certification shall be included if the statement is filed pursuant to Rule 13d-1(b): "By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect." 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. FRIEDMAN, BILLINGS, RAMSEY GROUP, INC. Dated: December 9, 2004 By: /s/ EMANUEL J. FRIEDMAN --------------------------------- Name: Emanuel J. Friedman Title: Co-Chairman and Co-CEO Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties for whom copies are to be sent. Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----