Exhibit 3.02
ARTICLES OF MERGER
Merging
Xxxxxxxx, Xxxxxxxx, Xxxxxx Group, Inc.,
a Delaware Corporation
and
Xxxxxxxx, Xxxxxxxx, Xxxxxx Group, Inc.,
a Virginia Corporation
with and into
FBR Group, Inc.,
a Virginia Corporation
Article 1
Section 1.1. Plan of Merger. A true copy of the Agreement and Plan of
--------------
Merger (hereinafter called the "Plan") is attached as Appendix 1 and made a part
of this instrument. The Plan constitutes a plan of merger within the meaning of
the Virginia Stock Corporation Act.
Section 1.2. Constituent Corporations. As more fully set forth in the
------------------------
Plan, Friedman, Billings, Xxxxxx Group, Inc., a Delaware corporation ("Old
Delaware Group") and Friedman, Billings, Xxxxxx Group, Inc., a Virginia
corporation ("Old Virginia Group") are hereby merged (the "Merger") with and
into FBR Group, Inc., a Virginia corporation ("New FBR"). In the Merger, as more
fully set forth in the Plan, New FBR shall be the surviving corporation. As a
result of the Merger the name of New FBR is changed to Xxxxxxxx, Billings,
Xxxxxx Group, Inc. The Merger is permitted by the laws of the State of
Delaware, the jurisdiction of incorporation of Old Delaware Group.
Article 2
Section 3.1 Approval by New FBR. The Plan was approved by the unanimous
-------------------
consent of the sole shareholder of New FBR.
Section 3.2 Approval of Old Delaware Group. The Plan was approved by the
------------------------------
unanimous consent of the shareholders of Old Delaware Group.
1
Section 3.3 Approved by Old Virginia Group. The Plan was approved by the
------------------------------
unanimous consent of the sole shareholder of Old Virginia Group.
IN WITNESS WHEREOF, these Articles of Merger have been executed by the
Surviving Corporation, New FBR, as of the 16th day of December, 1997.
FBR GROUP, INC.
By: /s/ X. Xxxxxxx Xxxxxx
------------------------------
Name: X. Xxxxxx Xxxxxx
Title: President
2
