0000826675-01-500031.txt : 20011019 0000826675-01-500031.hdr.sgml : 20011019 ACCESSION NUMBER: 0000826675-01-500031 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20011015 SUBJECT COMPANY: 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: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41043 FILM NUMBER: 1759070 BUSINESS ADDRESS: STREET 1: 4551 COX RD STREET 2: STE 300 CITY: GLEN ALLEN STATE: VA ZIP: 23060 BUSINESS PHONE: 8042175815 MAIL ADDRESS: STREET 1: 4551 COX RD STREET 2: STE 300 CITY: GLEN ALLEN STATE: VA ZIP: 23060 FORMER COMPANY: FORMER CONFORMED NAME: RAC MORTGAGE INVESTMENT CORP /VA/ DATE OF NAME CHANGE: 19930505 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 FILED BY: 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: SC TO-I/A BUSINESS ADDRESS: STREET 1: 4551 COX RD STREET 2: STE 300 CITY: GLEN ALLEN STATE: VA ZIP: 23060 BUSINESS PHONE: 8042175815 MAIL ADDRESS: STREET 1: 4551 COX RD STREET 2: STE 300 CITY: GLEN ALLEN STATE: VA ZIP: 23060 FORMER COMPANY: FORMER CONFORMED NAME: RAC MORTGAGE INVESTMENT CORP /VA/ DATE OF NAME CHANGE: 19930505 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 SC TO-I/A 1 fto_101501-dx.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20459 SCHEDULE TO-I/A TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) DYNEX CAPITAL, INC. (NAME OF SUBJECT COMPANY (ISSUER)) DYNEX CAPITAL, INC. (OFFEROR) (NAME OF FILING PERSON (IDENTIFYING STATUS AS OFFEROR, ISSUER OR OTHER PERSON)) SERIES A PREFERRED STOCK, PAR VALUE $0.01 PER SHARE SERIES B PREFERRED STOCK, PAR VALUE $0.01 PER SHARE SERIES C PREFERRED STOCK, PAR VALUE $0.01 PER SHARE (TITLE OF CLASS OF SECURITIES) (26817Q 20 9) (CUSIP NUMBER OF SERIES A PREFERRED STOCK) (26817Q 30 8) (CUSIP NUMBER OF SERIES B PREFERRED STOCK) (26817Q 40 7) (CUSIP NUMBER OF SERIES C PREFERRED STOCK) THOMAS H. POTTS, PRESIDENT DYNEX CAPITAL, INC. 4551 COX ROAD, SUITE 300 GLEN ALLEN, VIRGINIA 23060 (804) 217-5800 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSON FILING THE STATEMENT) COPY TO: ELIZABETH R. HUGHES, ESQUIRE VENABLE, BAETJER & HOWARD, LLP 2010 CORPORATE RIDGE, SUITE 400 McLEAN, VA 22102 (703) 760-1649 CALCULATION OF FILING FEE TRANSACTION VALUATION: AMOUNT OF FILING FEE: *$15,081,566 .........**$3,016 *CALCULATED SOLELY FOR THE PURPOSE OF DETERMINING THE AMOUNT OF FILING FEE, ASSUMING THE PURCHASE OF 212,817 SHARES OF SERIES A PREFERRED STOCK AT THE TENDER OFFER PRICE OF $16.80 PER SHARE, THE PURCHASE OF 297,746 SHARES OF SERIES B PREFERRED STOCK AT THE TENDER OFFER PRICE OF $17.15 PER SHARE, AND THE PURCHASE OF 304,757 SHARES OF SERIES C PREFERRED STOCK AT THE TENDER OFFER PRICE OF $21.00 PER SHARE. **THIS AMOUNT WAS PREVIOUSLY PAID IN CONNECTION WITH THE ORIGINAL FILING OF THIS SCHEDULE TO ON SEPTEMBER 6, 2001. [ X ]Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. Amount Previously Paid: $3,016 Form or Registration No.: 005-41043 Filing Party: Dynex Capital, Inc. Date Filed: September 6, 2001 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third-party tender offer subject to Rule14d-1. [X] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ X ] This Final Amendment to the Issuer Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on September 6, 2001, and amended by Amendment No. 1 filed on September 24, 2001, and Amendment No. 2 filed on October 2, 2001, relates to the offer by Dynex Capital, Inc. to purchase shares of its Series A preferred stock, Series B preferred stock, and Series C preferred stock all upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 6, 2001, as amended, and the related Letters of Transmittal. Item 4. Terms of Transaction. Item 4 is hereby amended and supplemented by adding the following at the end thereof: "The Offer expired at 5:00 p.m. New York City time, on October 10, 2001. Dynex accepted a total of approximately 114,933 shares of its Series A preferred stock at a purchase price of $16.80 per share, approximately 169,919 shares of its Series B preferred stock at a purchase price of $17.15 per share, and approximately 201,665 shares of its Series C preferred stock at a purchase price of $21.00 per share." Item 12. Exhibits. Item 12 is hereby amended and supplemented by adding the following additional Exhibit: (a)(1)(H) Press Release issued by Dynex Capital, Inc. on October 15, 2001. SIGNATURE After due 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. DYNEX CAPITAL, INC. By: /s/ Thomas H. Potts ------------------------------------------ Thomas H. Potts President Dated: October 15, 2001 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION (a)(1)(A) Offer to Purchase dated September 6, 2001.* (a)(1)(B)(i) Series A Preferred Stock Letter of Transmittal.* (a)(1)(B)(ii) Series B Preferred Stock Letter of Transmittal.* (a)(1)(B)(iii) Series C Preferred Stock Letter of Transmittal.* (a)(1)(C) Notice of Guaranteed Delivery.* (a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees September 6, 2001.* (a)(1)(E) Letter to Clients from Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees dated September 6, 2001.* (a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(1)(G) Press Release (incorporated by reference to Dynex Capital, Inc. Schedule TO filed with the Securities and Exchange Commission on September 6, 2001).* (a)(1)(H) Press Release issued by Dynex Capital, Inc. on October 15, 2001. (a)(2)-(5) Not applicable.* (b) Not applicable.* (d) Not applicable.* (e) Not applicable.* (g) Not Applicable.* * Previously filed on Schedule TO EX-99 3 exa1h_101501-dx.txt Exhibit (a)(1)(H) PRESS RELEASE FOR IMMEDIATE RELEASE CONTACT: Kathy Fern October 15, 2001 804-217-5800 DYNEX CAPITAL, INC. ANNOUNCES RESULTS OF CASH TENDER OFFERS FOR SHARES OF ITS PREFERRED STOCK Dynex Capital, Inc. (NYSE: DX) announced today the results of its tender offers to purchase for cash shares of its Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock that expired on Wednesday, October 10, 2001. Based on a preliminary count by the depositary, the Company expects to purchase for cash approximately 114,933 shares of its Series A Preferred Stock from shareholders at a price of $16.80 per share, approximately 169,919 shares of its Series B Preferred Stock from shareholders at a price of $17.15 per share, and approximately 201,665 shares of its Series C Preferred Stock from its shareholders at a price of $21.00 per share, all under the terms of the tender offer. The tender offers commenced on September 6, 2001 and the Company had offered to purchase up to 212,817 shares of its Series A Preferred Stock, up to 297,746 shares of its Series B Preferred Stock, and up to 304,757 shares of its Series C Preferred Stock. Due to the tender offers for each respective series of preferred stock being under-subscribed, the Company will purchase all of the shares validly tendered in the tender offer, without proration. The exact number of shares to be purchased will be determined upon final review of the validity of all tender offer documents received from holders. Payment for shares properly tendered and accepted will be made as soon as practicable. Based on the number of outstanding shares immediately prior to the commencement of the tender offers, the shares tendered represent approximately 10% of the Series A Preferred Stock outstanding, approximately 11% of the Series B Preferred Stock outstanding, and approximately 13% of the Series C Preferred Stock outstanding. 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. # # #