UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
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)
358433100
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(CUSIP Number)
DECEMBER 31, 2001
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(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 ("Act") 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).
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
High Rock Capital LLC
04-3397165
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
622,100
NUMBER OF
SHARES --------------------------------------------------
BENEFICIALLY OWNED 6 SHARED VOTING POWER
BY EACH -0-
REPORTING
PERSON --------------------------------------------------
WITH 7 SOLE DISPOSITIVE POWER
806,500
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8 SHARED DISPOSITIVE POWER
-0-
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
806,500 shares (see Item 4(a) of attached Schedule)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.4%
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12 TYPE OF REPORTING PERSON*
IA
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
High Rock Asset Management LLC
04-3402072
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES --------------------------------------------------
BENEFICIALLY OWNED 6 SHARED VOTING POWER
BY EACH -0-
REPORTING
PERSON --------------------------------------------------
WITH 7 SOLE DISPOSITIVE POWER
-0-
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8 SHARED DISPOSITIVE POWER
-0-
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
806,500 shares (see Item 4(a) of attached Schedule)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.4%
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12 TYPE OF REPORTING PERSON*
IA
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SCHEDULE 13G
Item 1(a). NAME OF ISSUER: Friedman, Billings, Ramsey Group, Inc.
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1001 Nineteenth Street North
Arlington, VA 22209
Item 2(a). NAMES OF PERSONS FILING: High Rock Capital LLC ("HRC") and High
Rock Asset Management LLC ("HRAM")
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE: The address of the principal business office of HRC
and HRAM is 28 State Street, 18th Floor, Boston, MA 02109.
Item 2(c). CITIZENSHIP: Each of HRC and HRAM is a limited liability company
organized under the laws of the state of Delaware.
Item 2(d). TITLE OF CLASS OF SECURITIES: Class A Common Stock
Item 2(e). CUSIP NUMBER: 358433100
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 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
Securities Exchange Act of 1934 (the "Act");
(b) [ ] Bank as defined in Section 3(a)(6) of the Act;
(c) [ ] Insurance company as defined in Section 3(a)(19) of the
Act;
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act of 1940;
(e) [X] 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) [ ] 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).
If this statement is filed pursuant to Rule 13d-1(c), check this
box. [ ]
Item 4. OWNERSHIP.
(a) Amount Beneficially Owned: Each of HRC and HRAM may be deemed
to beneficially own 806,500 shares as of December 31, 2001.
HRC was the record owner of 806,500 shares as of December 31,
2001. HRAM was the record owner of -0- shares as of December
31, 2001. (The shares held of record by HRC and HRAM are
referred to collectively herein as the "Record Shares.") By
virtue of their relationship as affiliated limited liability
companies with the same individual as President, each of HRC
and HRAM may be deemed to beneficially own all of the Record
Shares. Hence, each of HRC and HRAM may be deemed to
beneficially own 806,500 shares as of December 31, 2001.
(b) Percent of Class: HRC: 4.4%; HRAM: 0.0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
HRC: 622,100 shares
HRAM: 0 shares
(ii) shared power to vote or to direct the vote:
HRC: 0 shares
HRAM: 0 shares
(iii) sole power to dispose or to direct the disposition of:
HRC: 806,500 shares
HRAM: 0 shares
(iv) shared power to dispose or to direct the disposition of:
HRC: 0 shares
HRAM: 0 shares
Each of HRC and HRAM expressly disclaims beneficial ownership of
any shares of Friedman, Billings, Ramsey Group, Inc., except, in
the case of HRC, for the 806,500 shares that it holds of record
and, in the case of HRAM, for the 0 shares that it holds of
record.
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 [X].
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.
Not applicable.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
Item 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
Item 10. CERTIFICATIONS.
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 are 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 that purpose
or effect.
SIGNATURES
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: March 9, 2002
HIGH ROCK CAPITAL LLC
By: High Rock Capital LLC
By: /s/ David L. Diamond
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David L. Diamond,
President
HIGH ROCK ASSET MANAGEMENT LLC
By: High Rock Asset Management LLC
By: /s/ David L. Diamond
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David L. Diamond,
President