Attached files
| file | filename |
|---|---|
| 8-K - Arlington Asset Investment Corp. | v197883_8k.htm |
| EX-99.2 - Arlington Asset Investment Corp. | v197883_ex99-2.htm |
Exhibit
99.1
VIRGINIA:
IN
THE CIRCUIT COURT FOR ARLINGTON COUNTY
|
Bill
Kornfeld and Edward Lapinski, Derivatively on Behalf of Nominal Defendant
Friedman, Billings, Ramsey Group, Inc.
Plaintiffs,
v.
Eric
F. Billings, J. Rock Tonkel, Richard J. Hendrix, William J. Ginivan, Kurt
R. Harrington, Peter A. Gallagher, John T. Wall, Stephen D. Harlan, Daniel
J. Altobello, Peter A. Gallagher, Russell C. Lindner, Ralph S. Michael,
III, and Wallace L. Timmeny
Defendants,
and
Friedman,
Billings, Ramsey Group, Inc.
Nominal
Defendant.
|
Case
No. CL 08-1144
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NOTICE
OF DERIVATIVE SETTLEMENT
NOTICE
OF SETTLEMENT OF DERIVATIVE ACTION,
HEARING
THEREON, AND RIGHT TO APPEAR
IMPORTANT
NOTICE TO ALL CURRENT HOLDERS OF FRIEDMAN, BILLINGS, RAMSEY GROUP, INC. (NOW
KNOWN AS ARLINGTON ASSET, INC.) COMMON STOCK AS
OF AUGUST 9, 2010 (“CURRENT FBR SHAREHOLDERS”),
(EXCLUDING DEFENDANTS) AND THEIR SUCCESSORS-IN-INTEREST. PLEASE NOTE THAT THIS
ACTION IS NOT A “CLASS ACTION” AND NO INDIVIDUAL SHAREHOLDER HAS THE RIGHT TO BE
COMPENSATED AS RESULT OF THIS SETTLEMENT.
PLEASE
TAKE NOTICE that the above-captioned shareholder derivative action (the
“Action”) is being settled. The terms of the proposed settlement of the Action
(the “Settlement”) are set forth in a Stipulation of Settlement dated August 9,
2010 (the “Stipulation”). This summary should be read in conjunction with, and
is qualified in its entirety by reference to, the text of the Stipulation, which
has been filed with the Court.1
1 All
capitalized terms herein have the same meanings as set forth in the
Stipulation.
The
Action was brought derivatively on behalf of Friedman, Billings, Ramsey Group,
Inc. (“FBR” or the “Company”) against certain current and former officers and
directors of the Company for alleged breaches of fiduciary duties, arising from,
among other things, compensation to certain defendants in 2007 and 2008. The
Settlement also involves a separate litigation demand by Plaintiffs demanding
that the Board take action related to alleged breaches of fiduciary duty by
certain directors, arising from the Company’s sale of its majority stake in FBR
Capital Markets Corporation. All of the defendants deny each and every
allegation in the Action and the demand.
The terms
of the Settlement set forth in the Stipulation include the adoption and/or
implementation of a variety of corporate governance measures related to, among
other things, the Company’s compensation practices and procedures, including but
not limited to: (1) the adoption of a new compensation plan; (2) the appointment
of a new independent director; (3) the adoption of a compensation “clawback”
policy; (4) the adoption of Officer and Director stock ownership guidelines; (5)
the adoption of a Chief Executive Officer Succession Plan; and (6) the creation
of a Conflict Committee to consider any related party transactions. The
Settlement also provides for FBR to pay Plaintiffs’ Counsel’s attorneys’ fees
and expenses in the amount of $975,000 (the “Fee Award”), subject to Court
approval.
IF YOU
ARE A CURRENT OWNER OF FBR COMMON STOCK, YOUR RIGHTS MAY BE AFFECTED BY
PROCEEDINGS IN THE LITIGATION.
On
December 10, 2010, at 10:00 a.m., a hearing (the “Settlement Hearing”) will be
held at the Circuit Court of the State of Virginia, County of Arlington (the
“Court”), 1425 North Courthouse Road, Arlington, VA 22201, to determine: (1)
whether the terms of the Settlement should be approved as fair, reasonable, and
adequate; (2) whether the Action should be dismissed on the merits and with
prejudice; (3) whether the agreed-to Fee Award described above should be
awarded, and (4) such other matters as may be necessary or proper in the
circumstances.
Any
current FBR stockholder that objects to the Settlement of the Action shall have
a right to appear and to be heard at the Settlement Hearing, and may enter an
appearance through counsel of such Person’s own choosing and at such Person’s
own expense or may appear on their own. However, no Person other than
Plaintiffs’ Counsel and Defendants’ counsel in the Action shall be heard at the
Settlement Hearing unless no later than fourteen (14) days prior to the date of
the Settlement Hearing, such Person has filed with the Court and delivered to
counsel for the Parties a written notice of objection, signed as authorized by
the objecting shareholder, setting forth their ground for opposing the
Settlement, and proof of both their status as a current FBR stockholder and the
dates of stock ownership in FBR. Any objecting shareholder must also file with
the Court and deliver to all counsel in the Action (listed below), copies of any
documents, exhibits, affidavits, or other evidence the shareholder will rely
upon in support of his or her objection. Only current FBR stockholders who have
filed and delivered valid and timely written notices of objection will be
entitled to be heard at the Settlement Hearing unless the Court orders
otherwise.
If you
wish to object to the Settlement, you must file a written objection setting
forth the grounds for such an objection with the Court on or before November 26,
2010, with service on the following parties:
|
Robin
Winchester
Barroway
Topaz Kessler
Meltzer
& Check, LLP 280
King
of Prussia Road
Radnor,
PA 19087
George
A. Borden
Williams
& Connolly LLP
725
Twelfth Street, N.W.
Washington,
DC 20005
Edward
J. Fuhr
Hunton
& Williams LLP
951
East Byrd Street
Richmond,
VA 23219
|
Seymour
Glanzer
Dickstein
Shapiro LLP
1825
Eye Street, N.W.
Washington,
DC 20006
Laura
S. Wertheimer
Wilmer
Cutler Pickering Hale & Dorr LLP
1875
Pennsylvania Avenue, N.W.
Washington,
DC 20006
|
Any
Person who fails to object in the manner described above shall be deemed to have
waived the right to object (including any right of appeal) and shall be forever
barred from raising such objection in this or any other action or proceeding,
unless the Court orders otherwise.
Current
FBR Shareholders who have no objection to the Settlement or the Fee Award do not
need to appear at the Settlement Hearing or take any other action. If you are a
Current FBR Shareholder, you will be bound by the final order and judgment of
the Court, and you will be deemed to have released any and all claims that have
or could have been brought in the Action.
Inquiries
may be made to Plaintiffs’ Counsel: Robin Winchester, Barroway Topaz Kessler
Meltzer & Check, LLP, 280 King of Prussia Road, Radnor, PA 19087; telephone:
610-667-7706.
|
DATED:
September 24, 2010
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/s/ By Order of the
Court
|
|
BY
ORDER OF THE COURT
|
|
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CIRCUIT
COURT OF THE STATE OF VIRGINIA
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DO NOT CONTACT THE CLERK OF
THE COURT
REGARDING THIS
NOTICE