UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
VarsityBooks.com Inc.
------------------------------------------------------
(Name of Issuer)
Common Stock
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(Title of Class of Securities)
922281100
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(CUSIP Number)
October 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).
(Continued on following page(s))
Page 1 of 8 Pages
CUSIP NO. 922281100 13G/A PAGE 2 OF 8 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Friedman, Billings, Ramsey Group, Inc.
54-1837743
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
5 SOLE VOTING POWER
0
NUMBER OF 6 SHARED VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP NO. 922281100 13G/A PAGE 3 OF 8 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Eric F. Billings
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
0
NUMBER OF 6 SHARED VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP NO. 922281100 13G/A PAGE 4 OF 8 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Emanuel J. Friedman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
0
NUMBER OF 6 SHARED VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP NO.922281100 13G/A PAGE 5 OF 8 PAGES
Item 1. (a). Name of Issuer: VarsityBooks.com Inc.
(b). Address of Issuer's Principal Executive Offices:
1606 20th Street, NW
Suite 1
Washington, D.C. 20009
Item 2. (a). Name of Person Filing:
Friedman, Billings, Ramsey Group, Inc.
(b). Address of Principal Business Office or, if none, Residence:
1001 19th Street North, Arlington, VA 22209-1710
(c). Citizenship: Delaware
(d). Title of Class of Securities: Common Stock
(e). CUSIP Number: 358433100
Item 3. If this statement is filed pursuant to sections
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person
filing is a:
(a) [ ] Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o);
(b) [ ] Bank as defined in section 3(a)(6) of the
Act (15 U.S.C. 78c);
(c) [ ] Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c.);
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) [ ] An investment adviser in accordance with section
240.13d-1(b)(1)(ii)(E);
CUSIP NO.922281100 13G/A PAGE 6 OF 8 PAGES
(f) [ ] An employee benefit plan or endowment fund in
accordance with section 240.13d-1(b)(1)(ii) (F);
(g) [X] A parent holding company or control person in
accordance with section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in
section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with section 240.13d-1(b)(1) (ii)(J).
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: 0
(b). Percent of class: 0%
(c). Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 0.
(ii) Shared power to vote or to direct the vote 0.
(iii) Sole power to dispose or to direct the
disposition of 0.
(iv) Shared power to dispose or to direct the
disposition of 0.
Item 5. Ownership of Five Percent or Less of a Class:
Yes.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person:
Not Applicable.
Item 7. Identification and Classification of Subsidiaries which Acquired the
Security Being Reported on by the Parent Holding Company:
Not Applicable.
CUSIP NO.922281100 13G/A PAGE 7 OF 8 PAGES
Item 8. Identification and Classification of Members of the Group:
Not Applicable
Item 9. Notice of Dissolution of Group:
Not Applicable
Item 10. Certification:
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.
In accordance with Rule 13d-4 of the Securities Exchange Act of 1934,
each of the persons filing this statement expressly disclaims the
beneficial ownership of the securities covered by this statement and
the filing of this report shall not be construed as an admission by
such persons that they are the beneficial owners of such securities.
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: November 9, 2001
By: /s/ EMANUEL J. FRIEDMAN
----------------------------------
Name: Emanuel J. Friedman
Title: Chairman and Co-Chief
Executive Officer
Dated: November 9, 2001 /s/ ERIC F. BILLINGS
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Eric F. Billings
Dated: November 9, 2001 /s/ EMANUEL J. FRIEDMAN
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Emanuel J. Friedman