-----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, H9X7rSRwU0VKjCRuVY2TDPd81k3fGJbxkuJ3kLVaT18C+O28acgj6SdebUqFyltF 5jixOImRRHHI/aJocbByAA== 0000826675-01-000001.txt : 20010130 0000826675-01-000001.hdr.sgml : 20010130 ACCESSION NUMBER: 0000826675-01-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010129 ITEM INFORMATION: FILED AS OF DATE: 20010129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DYNEX CAPITAL INC CENTRAL INDEX KEY: 0000826675 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 521549373 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-09819 FILM NUMBER: 1517428 BUSINESS ADDRESS: STREET 1: 4551 COX RD STREET 2: STE 300 CITY: GLEN ALLEN STATE: VA ZIP: 23060 BUSINESS PHONE: 8049675800 MAIL ADDRESS: STREET 1: 4551 COX RD STREET 2: STE 300 CITY: GLEN ALLEN STATE: VA ZIP: 23060 FORMER COMPANY: FORMER CONFORMED NAME: RESOURCE MORTGAGE CAPITAL INC/VA DATE OF NAME CHANGE: 19930722 FORMER COMPANY: FORMER CONFORMED NAME: RESOURCE MORTGAGE INVESTMENT CORP DATE OF NAME CHANGE: 19930505 FORMER COMPANY: FORMER CONFORMED NAME: RAC MORTGAGE INVESTMENT CORP /VA/ DATE OF NAME CHANGE: 19930505 8-K 1 0001.txt PRESS RELEASE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ____________ Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: January 29, 2001 DYNEX CAPITAL, INC. (Exact Name of Registrant as Specified in Charter) Virginia 1-9819 52-1549373 (State or Other (Commission File Number) (IRS Employer Jurisdiction of Identification No.) Incorporation) 4551 Cox Road, Suite 300, Glen Allen, Virginia 23060 (Address of Principal Executive Offices) (Zip Code) (804) 217-5800 (Registrant's telephone number, including area code) Item 5. OTHER EVENTS. On January 26, 2001, the Company delivered a letter to California Investment Fund, LLC ("CIF") notifying CIF that, in accordance with the terms and conditions of the Agreement and Plan of Merger dated November 7, 2000, as amended, the Company was exercising its right to terminate the Agreement due to CIF's failure to comply with certain terms of the Agreement. Additionally, the Company has made a claim under the Escrow Agreement between the parties for the Escrow Amount. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits 99.1 Dynex Capital, Inc. Press Release, dated January 26, 2001. 99.2 Letter, dated January 26, 2001, to California Investment Fund LLC from Dynex Capital, Inc. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 29, 2001 DYNEX CAPITAL, INC. By: /s/ Thomas H. Potts President EXHIBIT INDEX Number Description Method of Filing 99.1 Dynex Capital, Inc. Press Release, Filed herewith dated January 26, 2001. 99.2 Letter, dated January 26, 2001, to Filed herewith California Investment Fund, LLC from Dynex Capital, Inc. Exhibit 99.1 [ Company Logo ] Press Release FOR IMMEDIATE RELEASE CONTACT: Kathy Fern January 26, 2001 804-217-5800 DYNEX CAPITAL, INC. TERMINATES AGREEMENT AND PLAN OF MERGER WITH CALIFORNIA INVESTMENT FUND Dynex Capital, Inc. (NYSE: DX) announced today that it has exercised its right to terminate the Agreement and Plan of Merger entered into by the Company and California Investment Fund, LLC on November 7, 2000, as amended, in accordance with the terms and conditions of said Agreement for failure to comply with certain terms of the Agreement. In addition, the Company has made claim under the Escrow Agreement between the parties for the Escrow Amount. Dynex Capital, Inc. is a financial services company that elects to be treated as a real estate investment trust (REIT) for federal income tax purposes. # # # Exhibit 99.2 [Company Logo ] Dynex Capital, Inc. 4551 Cox Road, Suite 300 Glen Allen, Virginia 23060 804-217-5800 Fax 804-217-5861 January 26, 2001 VIA FACSIMILE AND CERTIFIED MAIL California Investment Fund, LLC 550 West C Street 10th Floor San Diego, CA 92101 Attention: Michael R. Kelly, Managing Member Re: Merger Agreement dated November 7, 2000 Dear Mr. Kelly: Reference is made to the Agreement and Plan of Merger dated November 7, 2000, as amended ("Merger Agreement") between California Investment Fund, LLC ("CIF"), DCI Acquisition Corporation and Dynex Capital, Inc. ("Dynex") and to the letter dated December 22, 2000 between Dynex and CIF ("December 22nd Letter"). Dynex hereby notifies you that Dynex is terminating the Merger Agreement for CIF's breaches of its obligations under numbered paragraphs 2 and 3 of the December 22nd Letter and pursuant to Section 7(a)(vii) of the Merger Agreement. Very truly yours, DYNEX CAPITAL, INC. By /s/ Stephen J. Benedetti Vice President, Treasurer cc: Stephen Fraidin, Esquire -----END PRIVACY-ENHANCED MESSAGE-----