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. 1)
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)
STEPHEN J. BENEDETTI, CHIEF FINANCIAL OFFICER
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
8010 TOWERS CRESCENT DRIVE, SUITE 300
VIENNA, VA 22182
(703) 760-1649
CALCULATION OF FILING FEE
TRANSACTION VALUATION*: AMOUNT OF FILING FEE**:
$50,000,000 $10,000.00
*CALCULATED SOLELY FOR THE PURPOSE OF DETERMINING THE AMOUNT OF THE FILING FEE.
THE AMOUNT ASSUMES THE PURCHASE OF THE MAXIMUM AMOUNT UNDER THE TERMS OF THE
OFFER OF 492,425 SHARES OF SERIES A PREFERRED STOCK, THE PURCHASE OF 662,944
SHARES OF SERIES B PREFERRED STOCK, AND THE PURCHASE OF 683,703 SHARES OF SERIES
C PREFERRED STOCK. IF THE MAXIMUM AMOUNT OF SHARES ARE TENDERED, DYNEX MAY PAY
UP TO $20 MILLION IN CASH AND ISSUE UP TO $30 MILLION AGGREGATE PRINCIPAL AMOUNT
OF SENIOR NOTES TO HOLDERS OF ITS PREFERRED STOCK. BASED ON THE MAXIMUM VALUE OF
THE OFFER, THE TRANSACTION VALUE IS EQUAL TO $50 MILLION. THE AMOUNT OF THE
FILING FEE, CALCULATED IN ACCORDANCE WITH RULE 0-11 OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED, EQUALS 1/50TH OF ONE PERCENT OF THE TRANSACTION VALUE.
**PREVIOUSLY PAID.
[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: $10,000.00 Form or Registration No.: Schedule TO-I
Filing Party: Dynex Capital, Inc. Filed: January 8, 2003
[ ] 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: [ ]
Introductory Statement
This Amendment No. 1 amends and supplements the Issuer Tender Offer
Statement on Schedule TO-I filed by Dynex Capital, Inc., a Virginia corporation
("Dynex"), relating to a cash tender offer and offer to exchange up to an
aggregate 492,425 shares of its Series A Preferred Stock, up to an aggregate
662,944 shares of its Series B Preferred Stock, and up to an aggregate 683,703
shares of its Series C Preferred Stock (or, in each case, such lesser number of
shares as are properly tendered and not properly withdrawn), for cash, 9.50%
Senior Notes, due February 28, 2005 (the "Senior Notes"), or a combination of
cash and Senior Notes, each subject to the terms and conditions of the Offering
Circular, dated January 8, 2003 (as amended from time to time, the "Offer to
Exchange"). The Offer to Exchange, which is attached hereto as Exhibit (a)(1),
is incorporated herein by reference.
This Amendment No. 1 amends and supplements the Schedule TO-I in order to:
(i) Delete the last two sentences of the second full paragraph of the
section of the Offer to Exchange entitled "Incorporation of Certain Documents by
Reference."
(ii) Delete the third full paragraph of the section of the Offer to
Exchange entitled "Incorporation of Certain Documents by Reference" and insert
in place of such paragraph:
"If any statement contained in any of the foregoing documents is
modified or superseded by a statement in this Offering Circular, the statement
in any such foregoing document will be deemed for the purposes of this Offering
Circular to have been modified or superseded by such statement in this Offering
Circular, and the statement in any such foregoing document is incorporated by
reference herein only as modified or to the extent it is not superseded."
(iii) Change the disclosure in the Offer to Exchange to indicate that
tenders pursuant to the Offer (as such term is defined in the Offer to Exchange)
may be withdrawn, if not yet accepted for payment, after March 6, 2003. The
foregoing change appears in the Offer to Exchange in each of the following
sections: in the seventh full paragraph of the introductory section of the Offer
to Exchange; in the second sentence of the section of the Offer to Exchange
entitled "Summary Term Sheet of the Offer--Will I be able to withdraw shares of
Preferred Stock that I tender into the Offer?;" in the first full paragraph on
page 23 of the Offer to Exchange; and in the first sentence of the section of
the Offer to Exchange entitled "The Offer--Withdrawal Rights."
(iv) Delete the second to the last sentence of the last paragraph in
the section of the Offer to Exchange entitled "The Offer--Conditions to the
Offer" and insert in place of such sentence: "Dynex' failure at any time prior
to the Expiration Time to exercise any of the foregoing shall not be deemed a
waiver of any such right, and each such right shall be deemed a right that may
be asserted at any time and from time to time prior to the Expiration Time."
ITEM 12. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
(a)(1)(A) Offering Circular dated January 8, 2003.
(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 dated January 8, 2003.*
(a)(1)(E) Letter to Clients from Brokers, Dealers, Commercial Banks,
Trust Companies and other Nominees dated January 8, 2003.*
(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.*
(a)(1)(G) Press Release dated January 2, 2003 (incorporated by reference
to Dynex Capital, Inc.'s Schedule TO, filed with the
Securities and Exchange Commission on January 3, 2003).*
(a)(2)-(5) Not applicable.
(b) Not applicable.
(d)(1) Indenture between Dynex and Wachovia Bank, as Trustee, with
respect to the 9.50% Senior Notes due 2005.*
(e) Not applicable.
(g) Not applicable.
* Previously filed.
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/ Stephen J. Benedetti
-----------------------------------
Stephen J. Benedetti
Chief Financial Officer
Dated: January 29, 2003
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
(a)(1)(A) Offering Circular dated January 8, 2003.
(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 dated January 8, 2003.*
(a)(1)(E) Letter to Clients from Brokers, Dealers, Commercial Banks,
Trust Companies and other Nominees dated January 8, 2003.*
(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.*
(a)(1)(G) Press Release dated January 2, 2003 (incorporated by reference
to Dynex Capital, Inc.'s Schedule TO, filed with the
Securities and Exchange Commission on January 3, 2003).*
(a)(2)-(5) Not applicable.
(b) Not applicable.
(d)(1) Indenture between Dynex and Wachovia Bank, as Trustee, with
respect to the 9.50% Senior Notes due 2005.*
(e) Not applicable.
(g) Not applicable.
* Previously filed.