<PAGE>
As filed with the Securities and Exchange Commission on September 29, 1997
Registration No. 333-35769
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
DYNEX CAPITAL, INC.
(Exact name of registrant as specified in its charter)
VIRGINIA
(State or other jurisdiction of incorporation or organization)
52-1549373
(I.R.S. Employer Identification No.)
10900 Nuckols Road
Glen Allen, Virginia 23060
(804)217-5800
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
Thomas H. Potts
President
Dynex Capital, Inc.
10900 Nuckols Road
Glen Allen, Virginia 23060
(804) 217-5800
(Name and address, including zip code, and telephone number,
including area code of agent for service)
Copy to:
Elizabeth R. Hughes, Esq.
Venable, Baetjer and Howard, LLP
1800 Mercantile Bank and Trust Bldg.
2 Hopkins Plaza
Baltimore, Maryland 21201
(410) 244-7400
--------------------
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
<PAGE>
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following |X| box.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following
box. |_|
--------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Proposed Maximum
Securities Amount Being Proposed Maximum Aggregate Offering Amount of
Being Registered Registered (3) Price Per Unit (1) Price (2) Registration Fee (2)
- ---------------- ---------------- ---------------- ------------------ --------------------
<S> <C> <C> <C> <C>
Common Stock 6,000,000 shares $14.50 $87,000,000 $26,364
($0.01 par
value)
<FN>
(1) Estimated solely for the purposes of calculating the Registration Fee.
(2) Calculated pursuant to Rule 457(c) based upon the average of the high and
low prices of Common Stock reported on the New York Stock Exchange
composite tape as of September 10, 1997.
(3) Shares issued pursuant to Excess Optional Cash Deposits are limited to an
aggregate of 4,000,000 shares.
</FN>
</TABLE>
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states this registration statement shall
thereafter become effective in accordance with Section 8 (a) of the Securities
Act of 1933 or until the registration statement shall become effective on such
date as the Commission, acting pursuant to said Section 8 (a), may determine.
<PAGE>
Prospectus
Dynex Capital, Inc.
Dividend Reinvestment and
Stock Purchase Plan
The Dividend Reinvestment and Stock Purchase Plan effective beginning
September 29, 1997, (the "Plan") of Dynex Capital, Inc. (the "Company") provides
owners of shares of the Company's common stock (the "Common Stock"), Series A
Cumulative Convertible Preferred Stock (the "Series A Preferred Stock"), Series
B Cumulative Convertible Preferred Stock (the "Series B Preferred Stock") and
Series C Cumulative Convertible Preferred Stock (the "Series C Preferred Stock")
with a convenient and economical method of investing cash dividends and optional
cash deposits (hereinafter "Optional Cash Deposits") in shares of the Common
Stock at a discount, in most cases, to the market price. Hereinafter, the Common
Stock, the Series A Preferred Stock, the Series B Preferred Stock and the Series
C Preferred Stock will be referred to collectively as the Common and Preferred
Stock. A Participant (as defined below) in the Plan may purchase shares of the
Common Stock from the Company by: (i) reinvesting some or all cash dividends
paid on shares of the Common and Preferred Stock; (ii) making Optional Cash
Deposits subject to a minimum purchase limit of $50 and a maximum purchase limit
of $20,000 for each month, or (iii) making Optional Cash Deposits in excess of
$20,000 per month, (hereinafter referred to as "Excess Optional Cash Deposits"),
with the permission of the Company and whether or not the dividends on Common or
Preferred Stock held by the Participant are being reinvested. The price to be
paid for such shares under any of the above options will be a price equal to the
applicable Market Price (as defined below) less a Discount (the "Discount
Rate"), as determined by the Company, ranging from 0% to 5% of the Market Price.
The discount may vary from month to month and may also vary with the investment
option chosen. The Market Price for Excess Optional Cash Deposits will be
computed in a different manner than the Market Price for the reinvestment of
cash dividends and the investment of Optional Cash Deposits not in excess of
$20,000 per month (see "Share Prices and Discount").
To enroll in the Plan, simply complete the enclosed Authorization Card and
return it to the Plan Administrator (as hereinafter defined) at the address
provided on the card. Shareholders of Common, Preferred A, Preferred B and
Preferred C stock who own shares through a broker, banker or other nominee
("Beneficial Owners") may enroll by having their broker, bank or other nominee
submit a completed Broker and Nominee Form ("B&N Form") to the Company (see
"Eligibility" section). Stockholders previously enrolled in the Company's
existing Dividend Reinvestment and Stock Purchase Plan will continue to
participate in the Plan without any further action required on their part.
This Prospectus relates to 6,000,000 shares of the Common Stock registered
for sale under the Plan. Participants should retain this Prospectus for future
reference. Shares issued pursuant to Excess Optional Cash Deposits will be
limited to an aggregate of 4,000,000 shares.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any of the securities offered hereby in any jurisdiction to any
person to whom it is unlawful to make such an offer or solicitation in such
jurisdiction. No person has been authorized to give any information or to make
any representations, other than those contained in this Prospectus, in connec-
tion with the offering made hereby, and if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that information herein
is correct as of any time subsequent to the date hereof.
The date of this Prospectus is September 29, 1997.
<PAGE>
The Company
Dynex Capital, Inc. (the "Company") is a mortgage and consumer finance
company which uses its loan production operations to create investments for its
portfolio. The Company's primary loan production operations include the
origination of mortgage loans secured by multi-family and commercial real estate
properties and the origination of loans secured by manufactured homes. The
Company has elected to be treated as a real estate investment trust (REIT) for
federal income tax purposes. The Company's strategy is to create investments
from its loan production operations at a lower effective cost than if assets
were purchased in the market and, as a result, steadily increase its net
interest margin income and earnings per share over time.
As a REIT, the Company generally is required to distribute annually at
least 95% of its taxable income to shareholders.
The Company's corporate headquarters are located in Glen Allen, Virginia.
The Company's Common Stock is listed on the New York Stock Exchange under
the symbol "DX".
Incorporation of Documents by Reference
The following documents, filed with the Commission pursuant to the Securities
Exchange Act of 1934 (the "1934 Exchange Act") are incorporated by reference in
this Prospectus:
1. The Company's Annual Report on Form 10-K for the year ended December 31,
1996.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended March
31, 1997 and June 30, 1997, respectively and any amendments thereto.
3. The Company's Forms 8-K dated February 27, 1997 and July 18, 1997,
respectively.
4 The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A under the 1934 Act, including any
amendment or report filed to update the description.
All documents filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
1934 Act after the date of this Prospectus and before termination of this
offering are incorporated by reference into this Prospectus from the date of
filing of those documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference, herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of the Prospectus.
Anyone receiving a copy of this Prospectus may obtain, without charge, a
copy of any of the documents incorporated by reference, except for the exhibits,
if any, to those documents. Mail your request to Dynex Capital, Inc., 10900
Nuckols Road, Third Floor, Glen Allen, VA 23060 or call (804) 217-5800.
<PAGE>
Available Information
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company may be inspected and
copied at the public reference facilities maintained by the Commission, 450
Fifth Street, NW, Judiciary Plaza, Washington, D.C. 20549, and at the
Commission's following regional offices: Midwest Regional Office, Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and
Northeast Regional Office, 7 World Trade Center, Suite 1300, New York, New York
10048. Copies of such material can also be obtained at prescribed rates from the
Public Reference Section of the Commission at 450 Fifth Street, NW, Judiciary
Plaza, Washington, D.C. 20549. The Common Stock of the Company is listed on the
New York Stock Exchange ("NYSE") and such reports, proxy statements and other
information concerning the Company may also be inspected at the offices of the
Exchange at 20 Broad Street, New York, New York 10005. The Commission maintains
a Web site that contains reports, proxy and information statements and other
information regarding the Company at http://www.sec.gov.
The Plan
The Plan provides eligible holders of the Common and Preferred Stock with a
convenient and economical method of investing cash dividends and Optional Cash
Deposits in shares of the Common Stock at a discount, in most cases, to the
market price without payment of any brokerage commissions or fees. The Plan is
intended to benefit long-term investors who wish to increase their investment in
the Company's Common Stock. The Plan may also be used by the Company to raise
additional capital through the sale each month of a portion of shares available
for issuance under the Plan to owners of shares (including brokers and dealers).
Any owners who so purchase shares may be deemed to be underwriters in connection
with the resale of such shares.
Eligible holders of the Common and Preferred Stock who wish to participate
in the Plan (each, a "Participant") may elect to have cash dividends, paid on
all or a portion of their shares of the Common and Preferred Stock,
automatically reinvested in shares of the Common Stock (see "Eligibility"
below). Such investments will be made quarterly within twenty days of the
applicable Investment Date. The "Investment Date" with respect to the
reinvestment of dividends is the date on which dividends are paid. The
reinvestment of dividends for a Participant in amounts exceeding an aggregate of
$50,000 will require Company approval.
Participants may also elect to invest Optional Cash Deposits in shares of
the Common Stock, subject to a $50 minimum and a maximum of $20,000 per month.
Participants may make Optional Cash Deposits in excess of $20,000 per month
subject to the acceptance by the Company of a completed Request for Waiver Form.
"Request for Waiver" means a written request from a Participant to make Optional
Cash Deposits in excess of $20,000 per month. All Optional Cash Deposits will be
invested in the Company's Common Stock monthly on the Investment Date. The
"Investment Date" with respect to Optional Cash Deposits not in excess of
$20,000 per month means the dividend payment date as declared by the Board of
Directors or, in months where there is no dividend paid, generally on or about
the twenty-second day of each month. With respect to Excess Optional Cash
Deposits, the "Investment Date" means the date designated by the Company each
month for the Investment of Excess Optional Cash Deposits and, in general, will
occur on or about the twenty-second day of each month. For the month of
September 1997, the Investment Date for Excess Optional Cash Purchases shall be
September 30, 1997. See Schedule A attached hereto for a listing of scheduled
Investment dates through January 1999. Participants may make Optional Cash
Deposits even if dividends on their shares of the Common and Preferred Stock are
not being reinvested.
Market Price calculations and discounts will differ depending on the
investment or reinvestment option chosen, but within each such option, the
Market Price will be the same for all Participants with respect to all
investments on each Investment Date (see "Share Prices and Discounts" below).
Subject to the availability of shares of Common Stock registered for
issuance under the Plan, there is no maximum aggregate number of shares that can
be issued pursuant to the reinvestment of dividends and no pre-established limit
applicable to Optional Cash Deposits (pursuant to a granted Request for Waiver).
The Company expects to grant Requests for Waiver to financial
intermediaries, including, brokers and dealers and other Participants in the
future. Grants of Requests for Waiver will be made, in whole or in part, at the
sole and absolute discretion of the Company based on a variety of factors which
may include: the Company's current and projected capital needs, the alternatives
available to the Company to meet those needs, prevailing market prices for the
Common Stock, general economic and market conditions, expected aberrations in
the price or trading volume of the Common Stock. The Plan may be suspended in
cases where the Company believes the Plan is not being used consistent with the
purposes of the Plan or where requested investments may result in a violation of
the Company's Articles of Incorporation, as amended. If such Requests for Waiver
are granted, a portion of the shares available for issuance under the Plan may
be purchased by Participants (including brokers and dealers) who, in connection
with any resale of such shares may be deemed to be underwriters within the
meaning of the Securities Exchange Act.
The Company retains the right to limit the amount of Optional Cash Deposits
it accepts for investment during any month based upon general business and
market considerations. In such case, each Optional Cash Deposit of each
Participant received for such month will be reduced by the same percentage and
the amount not accepted will be promptly returned to the Participant without
interest.
Shares for the Plan may be purchased, at the discretion of the Company,
either (i) directly from the Company or (ii) in the open market or otherwise.
Shares purchased from the Company will be authorized but unissued shares and
will provide the Company with funds for general corporate and working capital
purposes. Shares purchased on the open market will not be eligible for the
discount to market price. The Company will pay all related fees, commissions or
other expenses associated with the purchase of Common Stock in the open markets,
which fees may not exceed 5% of the market price of such shares.
Administration
A plan administrator (the "Plan Administrator") will administer the Plan,
keep records, send statements of account to each Participant and perform other
duties related to the Plan. The Company has selected First Union National Bank
("First Union") to serve as the Plan Administrator. Shares purchased for each
Participant under the Plan ("Plan Shares") will be held in safekeeping by or
through the Plan Administrator until such Participant terminates his or her
participation in the Plan or until a written request is received from such
Participant for issuance of a stock certificate for all or a portion of his or
her shares. First Union also acts as dividend disbursing agent, transfer agent
and registrar for the Common and Preferred Stock.
Eligibility
Two types of stockholders are eligible to be "Participants": (a)
stockholders whose shares of the Common and Preferred Stock are registered in
their own names on the stock transfer books of the Company ("Registered Owners")
and (b) stockholders who beneficially own shares of the Common and Preferred
Stock that are registered in a name other than their own i.e., in the name of a
broker, bank or other nominee ("Beneficial Owners"). Registered Owners may
participate directly in the Plan. To participate in the Plan, Beneficial Owners
must either become Registered Owners by having such shares transferred into
their own names or make arrangements with their broker, bank or other nominee to
participate on their behalf.
Enrollment
A Registered Owner may enroll in the Plan by completing and signing an
Authorization Card and returning it to the Plan Administrator. If a
Participant's shares are registered in more than one name (e.g., joint tenants
or trustee), all Registered Owners of such shares must sign the Authorization
Card exactly as their names appear on the account registration. Upon the Plan's
effective date, the Plan will supersede and replace the existing Dividend
Reinvestment and Stock Purchase Plan of the Company. Shareholders currently
enrolled in the existing plan will automatically participate in the Plan without
any further action required on their part.
With respect to the reinvestment of dividends, for an enrollment to be
effective with respect to a particular Investment Date, an Authorization Card
must be received from a stockholder on or before the dividend Record Date
established for such Investment Date. If an Authorization Card, with respect to
the reinvestment of dividends, is received after that dividend Record Date, that
dividend will be paid to the Participant in cash, and the reinvestment of
dividends will begin on the Investment Date following the next dividend record
date, provided that such stockholder is still an eligible stockholder.
An eligible stockholder wishing to participate in the Plan on a particular
Investment Date through Optional Cash Deposits should deliver an Authorization
Card on or prior to the last day of the month preceding the Investment Date to
the Plan Administrator (see "Share Prices and Discounts" below) .
Beneficial Owners who wish to participate in the Plan must instruct their
broker, bank or other nominee to complete and sign the Authorization Card and
return it to the Plan Administrator. In certain situations where the broker,
bank or other nominee holds shares of a Beneficial Owner in the name of a major
securities depository, a Broker and Nominee Form ("B&N Form") may also be
required to participate in the Plan. The B&N Form provides the only means by
which a broker, bank or other nominee holding shares for a Beneficial Owner in
the name of a major securities depository may invest Optional Cash Deposits on
behalf of such Beneficial Owner. A B&N Form must be delivered to the Plan
Administrator each time that such broker, bank or other nominee transmits
Optional Cash Deposits on behalf of a Beneficial Owner. B&N Forms will be
furnished upon request to the Plan Administrator at the address or telephone
number specified below. A broker, bank or other nominee holding shares for a
Beneficial Owner in the name of a major securities depository may also
participate in the Plan through the Depository Trust Company ("DTC"). Currently,
only the dividend reinvestment option is available through DTC. Interested
parties should contact the Plan Administrator directly for further details.
Requests for Authorization Cards and B&N Forms should be directed to the
Plan Administrator at:
First Union National Bank
Shareholder Services Group
1525 West W.T. Harris Blvd. 3C3, NC1153
Charlotte, North Carolina 28288-1153
(800) 829-8432
Options
The Authorization Card provides for the purchase of shares of the Common
Stock through the following investment options:
(1) If "Full Dividend Reinvestment" is elected, the Plan Administrator will
apply any cash dividends on all shares of the Common and Preferred Stock then
registered in the Participant's name (all such shares will be deemed to be
"Participating Shares") on the record date for such dividends, and, on all whole
and fractional Plan Shares (as hereinafter defined) subsequently credited to the
Participant's account, toward the purchase of shares of the Common Stock. "Plan
Shares" are all whole shares and fractional share interests of the Common Stock
credited to a Participant's Plan account which may result from either
reinvestment of dividends or Optional Cash Deposits.
(2) If "Partial Dividend Reinvestment" is elected, the Plan Administrator
will apply any cash dividends on only the number of shares of the Common and
Preferred Stock, owned by the Participant on the record date for such dividends,
specified on the Authorization Card ("Participating Shares") and on all Plan
Shares subsequently credited to the Participant's account, towards the purchase
of shares of the Common Stock.
(3) If "Optional Cash Deposits Only" is elected, the Participant will
continue to receive any cash dividends on shares of the Common and Preferred
Stock currently owned by such Participant. The Plan Administrator will apply
Optional Cash Deposits received from the Participant toward the purchase of
shares of the Common Stock. Shares purchased with Optional Cash Deposits are
considered to be Plan Shares and cash dividends from these shares will be
automatically reinvested.
Each Participant may select any one of these three options. If a stockholder
returns a properly executed Authorization Card to the Plan Administrator without
electing an investment option, such Authorization Card will be deemed to
indicate the election of option (1). Under each of these options above, any
future cash dividends will be reinvested on all Participating Shares and on all
Plan Shares held in the Participant's Plan account, including dividends on
shares of the Common Stock purchased with Optional Cash Deposits, until a
Participant specifies otherwise or withdraws from the Plan altogether, or until
the Plan is terminated. If a Participant would prefer to receive cash payments
for dividends paid on Plan Shares rather than reinvest such dividends, those
shares must be withdrawn from the Plan by written notification to the Plan
Administrator.
Participants may change their investment options at any time by requesting a
new Authorization Card and returning it to the Plan Administrator at the address
set forth above.
Costs
Participants in the Plan pay no service charges or other fees for enrolling
and participating in the Plan. All costs of administration of the Plan accounts
are paid by the Company. The Company will bear the cost of any brokerage
commission associated with purchasing shares in the open market which costs may
not exceed 5% of the aggregate market price of such shares.
Share Prices and Discounts
Reinvested Dividends and Optional Cash Deposits not in excess of $20,000 per
month
As of the date of this Prospectus, the price per share of authorized but
unissued shares of the Common Stock purchased from the Company with reinvested
dividends and Optional Cash Deposits not in excess of $20,000 per month, will be
97% of the Market Price (as defined below) when the closing price of the stock
on the first day of the Pricing Period (as defined below) is equal to or greater
than $10.00 per share. If the closing price of the Common Stock on the first day
of the Pricing Period is less than $10.00 per share, no discount will apply, and
the price per share of the Common Stock purchased from the Company will be 100%
of the Market Price. The current 3% discount rate is subject to change at any
time by the Company. In no event, however, will the discount rate exceed 5%. The
Company will notify Participants of any changes in the discount rate applicable
to reinvested dividends and Optional Cash Deposits not in excess of $20,000 per
month. The period encompassing the twelve Trading Days prior to the Investment
Date of each month constitutes the relevant "Pricing Period." A "Trading Day"
means a day on which the NYSE is open for trading. The "Investment Date" with
respect to Optional Cash Deposits not in excess of $20,000 per month means the
dividend payment date as declared by the Board of Directors or, in months where
there is no dividend paid, the date designated by the Company, generally on or
about the twenty-second day of each month.
"Market Price" with respect to reinvested dividends and Optional Cash
Deposits not in excess of $20,000 per month means:
(A) when the closing price of the Common Stock on the first day of the Pricing
Period is equal to or greater than $10.00 per share, the Market Price will be
the highest of the following series of calculations, based on prices reported on
the NYSE:
(1) the average of the high and low sales prices of the Common Stock on
the first day of the Pricing Period;
(2) the average of the daily closing prices of the Common Stock during
the Pricing Period;
(3) the average of the high and low sales prices of the Common Stock on
the last day of the Pricing Period.
(B)when the closing price of the Common Stock on the first day of the Pricing
Period is below $10.00 per share, the price per share will be the average of
the daily closing prices of the Common Stock during the Pricing Period, as
reported on the NYSE, and no discount will apply.
Optional Cash Deposits not in excess of $20,000 per month are due in good
or cleared funds one business day immediately preceding the first Trading Day of
the ensuing Pricing Period. The actual due date for such funds each month will
vary based on the Investment Date. For months when a dividend is paid,
Optional Cash Deposits not in excess of $20,000 per month will
be due on or about the 15th day of the month. For months when no dividend is
paid, the due date for such deposits will be on or about the 4th day of the
month.
Optional Cash Deposits in excess of $20,000 per month ("Excess Optional Cash
Deposits")
Optional Cash Deposits in excess of $20,000 ("Excess Optional Cash
Deposits") will be invested only after a written Request for Waiver is accepted
by the Company. A Request for Waiver form must be received and accepted by the
Company at least two business days prior to the first day of the applicable
Pricing period. The price per share of Common Stock purchased pursuant to the
Excess Optional Cash Deposit feature of the Plan will reflect a discount from 0%
to 5% of the Market price, as determined by the Company, if the closing price of
the stock on the fifth business day preceding the Pricing Period is equal to or
greater than $10.00 per share. If the closing price of the Common Stock is less
than $10.00 per share, no discount will apply.
"Market Price" with respect to Excess Optional Cash Deposits means the daily
average of the high and low sales prices of the Common Stock during the Pricing
Period as reported on the NYSE. The "Pricing Period" consists of the twelve
Trading Days prior to the Investment Date (except in the case of Excess Optional
Cash Deposits for the September 30, 1997 Investment Date, for which the Pricing
Period shall be comprised of the nine Trading Days prior to the Investment
Date). "Trading Days" are those days that the NYSE is open for trading.
Each month, at least five business days prior to the commencement of the
Pricing Period, the Company will establish the Excess Discount Rate and a
"Threshold Price". The Threshold Price is the dollar amount that the Market
Price as calculated above must equal or exceed for each day of the relevant
Pricing Period. If the Threshold Price is not satisfied for a Trading Day of the
relevant Pricing Period, then that day will be excluded from the calculation of
the Market Price during the Pricing Period. For each Trading Day on which the
Threshold price is not satisfied, one-twelfth of each Excess Optional Cash
Deposit made by a Participant will be returned to such Participant by
check, without interest, as soon as is practicable after the applicable
Investment Date.
Setting a Threshold and Excess Discount Rate for a Pricing Period will not
affect the setting of a Threshold Price and Excess Discount Rate for a
subsequent Pricing Period. The Threshold Price concept discussed above applies
only to Excess Optional Cash Deposits made pursuant to Requests for Waiver.
Participants interested in obtaining information regarding Excess Optional
Cash Deposits, Request for Waiver forms, or the applicable Threshold Price and
Excess Discount Rate for the next Investment Date should call the Company's
Office of Investor Relations at (804) 217-5800. All Excess Optional Cash
Deposits are due in good or cleared funds one business day prior to the first
day of the ensuing Pricing Period (except with respect to Excess Optional Cash
Deposits for the September 30, 1997 Investment Date which are due September 29,
1997).
Additional Information Regarding Purchases and Sales
Shares for the Plan may be purchased at the discretion of the Company,
either (i) directly from the Company or (ii) in the open market or otherwise.
For shares purchased in the open market, the price per share will be 100% of the
average price of all shares purchased for the Plan in all transactions in which
such shares are purchased for a particular Investment Date. The Company will
bear the cost of any brokerage commissions associated with purchasing shares in
the open market. If on any Investment Date shares are purchased both from the
Company and in the open market, the total purchase price (and in turn any
discount from the Market Price) will be pro rated among all Participants
purchasing shares on such Investment Date.
Purchases on the open market will be made by the Plan Administrator
beginning on the Investment Date and will be completed no later than 20 days
from such date except where completion at a later date is necessary or advisable
under any applicable securities laws. Such purchases may be made on any
securities exchange where such shares are traded, in the over-the-counter
market, or by negotiated transactions and may be subject to such terms with
respect to price, delivery, and other terms as the Plan Administrator may agree
to. Neither the Company nor any Participant shall have any authority or power to
direct the time or price at which shares may be purchased.
Purchases of shares of the Common Stock from the Company will be made on the
relevant Investment Date. A Participant's account in the Plan will be credited
with that number of shares, plus fractional shares computed to three decimal
places, equal to the total amount to be invested on behalf of such Participant,
divided by the purchase price per share, as calculated pursuant to the
applicable method described above. The total amount to be invested will depend,
subject to limitations described elsewhere herein, on the amount of any
dividends paid on the number of Participating Shares and Plan Shares in such
Participant's Plan account and any Optional Cash Deposits made by such
Participants and available for investment prior to the related Investment Date.
On September 25, 1997, the closing price of the Common Stock reported on the
New York Stock Exchange was $15.25 per share.
Participants should refer to Exhibit A for a list of relevant dates.
NO INTEREST WILL BE PAID BY THE COMPANY OR THE PLAN ADMINISTRATOR ON ANY
DIVIDENDS OR OPTIONAL CASH DEPOSITS PENDING REINVESTMENT, INVESTMENT, OR RETURN.
ANY INTEREST EARNED WILL ACCRUE TO THE BENEFIT OF THE COMPANY. IT NORMALLY WILL
BE IN THE INTEREST OF A PARTICIPANT TO DEFER OPTIONAL CASH PAYMENTS UNTIL
SHORTLY BEFORE COMMENCEMENT OF THE PRICING PERIOD.
Reinvested Dividends. An Authorization Card requesting reinvestment of cash
dividends must be received by the Plan Administrator on or before the Record
Date established for a particular dividend. Purchases of shares of the Common
Stock from the Company will be made on the Investment Date using the Market
Price. If an Authorization Card is received by the Plan Administrator after the
Record Date established for a particular dividend, reinvestment of dividends
will begin on the Investment Date following the next dividend Record Date,
provided that such stockholder is still an eligible stockholder.
Optional Cash Deposits. All Eligible Participants who have submitted signed
Authorization Cards indicating their intention to participate in this feature of
the Plan are eligible to make Optional Cash Deposits, including Excess Optional
Cash Deposits (subject to certain limitations). Optional Cash Deposits will be
invested in shares of the Common Stock each month. Optional Cash Deposits
received by the Plan Administrator the day before the commencement of a Pricing
Period will be invested on the Investment Date immediately following such
Pricing Period. Optional Cash Deposits not in excess of $20,000 received during
or after the commencement of a Pricing Period will be invested on the Investment
Date immediately following the end of the next Pricing Period. Excess Optional
Cash Deposits received during or after the commencement of a Pricing Period will
be returned to the Participant as soon as practicable unless the Participant
instructs the Administrator to invest the deposit on the next applicable
Investment Date and submits a new Request for Waiver Form to the Company.
Optional Cash Deposits may be made with a check or money order made payable to
"First Union National Bank." Wire transfers may be made; wiring instructions can
be obtained from the Plan Administrator. Excess Optional Cash Deposits should be
made by wire transfer unless otherwise approved by the Company. No interest will
be paid by the Company or the Plan Administrator on any dividends or optional
cash deposits pending reinvestment, investment, or return.
The Company retains the right, based upon general business and market
conditions, to limit the amount of Optional Cash Deposits it accepts for
investment during any month. In such case, each Optional Cash Deposit of each
Participant will be reduced pro rata, and the remainder will be promptly
returned to the Participant without interest.
A broker, bank or other nominee, as holder of shares of the Common and
Preferred Stock on behalf of a Beneficial Owner, may utilize the Authorization
Card for Optional Cash Deposits, unless such entity holds the shares in the name
of a major securities depository. If a broker, bank or other nominee holds
shares of a Beneficial Owner in the name of a major securities depository,
Optional Cash Deposits must be made through the use of the B&N Form.
Participants in the Plan are not obligated to make any Optional Cash
Deposits at any time. Optional Cash Deposits need not be in the same amount each
month.
NO INTEREST WILL BE PAID BY THE COMPANY OR THE PLAN ADMINISTRATOR ON OPTIONAL
CASH DEPOSITS HELD PENDING REINVESTMENT, INVESTMENT OR RETURN. OPTIONAL CASH
DEPOSITS DO NOT CONSTITUTE DEPOSITS OR SAVINGS ACCOUNTS AND ARE NOT INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
Dividends on Shares Held in Plan
Dividends paid on shares held in the Plan (less any required withholding
tax) will be credited to a Participant's Plan account. Dividends are paid on
both full and fractional shares held in a Participants Plan account and are
automatically reinvested.
Account Statements and Other Information
Each Participant will receive a quarterly statement of his or her account as
soon as practicable after the Investment Date following the company's dividend
quarter. The statements will contain a report of all transactions since the last
statement, including information with respect to the number of shares allocated
to the account, the amount of dividends received which are allocable to the
Participant, the amount of Common Stock purchased therewith and the price paid.
These statements are a continuing record of the cost of shares purchased and
should be retained for income tax purposes.
In addition, each Participant will receive, from time to time,
communications sent to every other holder of the Common and Preferred Stock.
Each Participant will receive annually Internal Revenue Service information
(on Form 1099) for reporting dividend income received.
Certificates for Shares
Shares purchased for a Participant's account will not be certificated but
will be held in the name of the Plan Administrator or its nominee and credited
to the Participant's Plan account. The number of shares purchased will be shown
on the quarterly statement of account. This feature permits ownership of
fractional shares, protects against loss, theft or destruction of stock
certificates, and reduces the costs of the Plan. Certificates for any number of
whole shares credited to a Participant's account will be issued in his or her
name upon written request to the Plan Administrator. Certificates for fractional
shares will not be issued. Should a Participant want his or her certificates
issued in a different name, such Participant must notify the Plan Administrator
in writing and comply with applicable transfer requirements. If a Participant
wishes to sell any whole shares credited to his or her account under the Plan,
he or she will have the option of either (i) receiving a certificate for such
whole number of shares or (ii) requesting that such shares held in his or her
account be sold, in which case the shares will be sold on the open market as
soon as practicable. Brokerage commissions on such sales will not be paid by the
Company, but will be deducted from the sales proceed (see "Termination of
Participation"). If a Participant wishes to pledge shares credited to their
account, they must first have the certificate for those shares issued in their
name.
Withdrawal of Shares and Other Changes in Plan Accounts
Plan Shares credited to a Participant's account may be withdrawn by a
Participant by notifying the Plan Administrator in writing, specifying the
number of shares to be withdrawn. A stock certificate for the number of whole
Plan Shares of the Common Stock withdrawn will be issued to and registered in
the name of the Participant. In no case will certificates be issued for
fractional share interests credited to a Participant's Plan account. Upon
termination of participation in the Plan, a Participant will receive a check for
the value of any fractional share interests, less the Participant's share of any
related brokerage commissions and any applicable transfer taxes (see
"Termination of Participation" below).
If the Participant has authorized "Full Dividend Reinvestment," cash
dividends with respect to Plan Shares withdrawn from a Participant's account
will continue to be reinvested unless such Participant sends the Plan
Administrator a new Authorization Card specifying a different level of
participation. If a Participant has authorized "Partial Dividend Reinvestment",
the Plan Administrator will continue to reinvest dividends on only the number of
Participating Shares specified by the Participant on the Authorization Card and
on those Plan Shares remaining in the Participant's Plan account, unless a new
Authorization Card specifying a different number of Participating Shares is
delivered.
Even if a Participant sells or transfers all of the non-Plan shares of the
Common and Preferred Stock registered in the Participant's name, the Plan
Administrator will continue to reinvest dividends on the Plan Shares held in the
Participant's Plan account until a written request for withdrawal from the Plan
is received from the Participant. A Participant must maintain a balance of
either Participating or Plan Shares in the Participant's Plan account in order
to continue to participate in the dividend reinvestment aspect of the Plan.
Termination of Participation
Participants may discontinue reinvestment of dividends under the Plan with
respect to either Participating Shares or Plan Shares, or both, at any time by
notifying the Plan Administrator in writing. A notice of termination received by
the Plan Administrator after the Record Date for an Investment Date will not be
effective until the following Investment Date.
If a Participant notifies the Plan Administrator of termination of
participation in the Plan with respect to all of his or her shares, or if a
Participant's participation in the Plan is deemed to have been terminated or is
terminated by the Company, such Participant must elect either (i) to receive a
certificate for whole shares credited to his or her account under the Plan or
(ii) to request that any Plan Shares held in his or her account be sold, in
which case the Plan Shares will be sold on the open market as soon as
practicable and the Participant sent a check for the amount of the sale
proceeds. In either case, the Participant will receive the cash value of any
fractional Plan Shares held in his or her Plan account computed on the basis of
the average of the high and low sales prices of the Common Stock as reported on
the New York Stock Exchange on the date their account is terminated. Brokerage
commissions on the sale of Plan Shares will not be paid by the Company but by
the Participant, and will be deducted from the Participant's sale proceeds. In
addition, if a Participant terminates participation in the Plan with respect to
all of his or her shares, he or she will be subject to a service charge imposed
by the Plan Administrator. Currently, there is a $5.00 account termination fee,
as well as a $0.05 per share commission fee which will be deducted from the sale
proceeds. These fees are subject to change.
If the Company terminates the Plan, each Participant will receive a
certificate for the number of whole Plan Shares credited to his or her account
under the Plan and a check for the value of any fractional Plan Shares (computed
as described in the preceding paragraph).
Voting of Shares Held Under the Plan
Participants will be able to vote all Plan Shares of Common Stock (including
fractional shares) credited to their account under the Plan at the same time
that they vote the Participating Shares of Common Stock registered in their name
on the records of the Company.
Stock Dividends, Stock Splits and Rights Offerings
Any stock dividends or splits distributed by the Company with respect to
Participating and Plan Shares will be credited to each Participant's Plan
account. If the Company issues to its shareholders rights to subscribe to
additional shares, such rights will be issued to each Participant based on his
or her total share holdings, including shares held in his or her Plan account.
Responsibility of the Plan Administrator and the Company Under the Plan
First Union, as the Plan Administrator, will not be liable for any claim
based on an act done in good faith or a good faith omission to act. This
includes, without limitation, any claim of liability arising out of failure to
terminate a Participant's account upon a Participant's death, the prices at
which shares are purchased, the times when purchases are made, or fluctuations
in the market price of Common Stock.
All notices from the Plan Administrator to a Participant will be mailed to
the Participant at his last address of record with the Plan Administrator, which
will satisfy the Plan Administrator's duty to give notice. Participants must
promptly notify the Plan Administrator of any change in address.
Participants should recognize that neither the Company nor the Plan
Administrator can provide any assurance of a profit or protection against loss
on any shares purchased under the Plan.
Interpretation and Regulation of the Plan
The Company reserves the right, without notice to Participants, to interpret
and regulate the Plan as it deems necessary or desirable consistent with the
purposes of the Plan and the best interests of the Company and its shareholders
in connection with its operation. Any such interpretation and regulation shall
be conclusive.
Change in or Discontinuance of the Plan
While the Company hopes to continue the Plan indefinitely, it reserves the
right to suspend or discontinue the Plan at any time, including the period
between a dividend Record Date and the related dividend payment date. It also
reserves the right to modify, amend and replace the Plan, including the right to
change the Discount Rate, or to suspend or discontinue the discount. Under no
circumstances will the discount rate exceed 5%. Participants will be notified of
any such suspension, discontinuance or material modification. The Company also
reserves the right to terminate any Participant's participation in the Plan at
any time. For example, the Company may terminate a Participant's participation
in cases where the Company believes a Participant's activities are not
consistent with the purposes of the Plan or where termination is necessary in
order to maintain the Company's REIT status.
Federal Income Tax Consequences of Participation in the Plan
The following discussion summarizes the principal federal income tax
consequences, under current law, of participation in the Plan. It does not
address all potentially relevant federal income tax matters, including
consequences peculiar to persons subject to special provisions of federal income
tax law (such as tax-exempt organizations, insurance companies, and foreign
persons). The discussion is based on various rulings of the Internal Revenue
Service regarding several types of dividend reinvestment and stock purchase
plans. No ruling, however, has been issued or requested regarding the Plan. The
following discussion is for general information only, and Participants must
consult their own tax advisors to determine the particular tax consequences that
may result from participation in the Plan and the disposition of any shares
purchased pursuant to the Plan.
Reinvested Dividends. Reinvested dividends will be treated as distributions to
Participants for Federal income tax purposes. The amount treated as a
distribution for shares acquired from the Company without a discount or on the
open market will equal the amount of cash otherwise payable to a Participant
(plus a pro rata portion of any brokerage cost). The amount treated as a
distribution for shares acquired from the Company with a discount will equal the
fair market value of the shares acquired for a Participant as calculated using
the average high and low sales price of the shares on the dividend payment date
rounded to the nearest eighth of a dollar. This amount is likely to differ from
the applicable Market Price that is used to determine the number of shares
acquired by the Participant. The amount treated as a distribution will
constitute a dividend for federal income tax purposes to the same extent that a
cash distribution would be so treated. The initial income tax basis of the
acquired shares will equal the amount treated as a distribution. The holding
period of acquired shares generally will begin on the day after the dividend
payment date and the holding period of whole shares resulting from the purchase
of two or more fractional shares on different dividend payment dates normally
will be split between the holding periods of the fractional components
comprising the whole share.
Optional Cash Deposits. If the fair market value of shares acquired with a
Participant's Optional Cash Deposits (plus a pro rata portion of any brokerage
costs incurred in open market purchases of the share) exceeds the amount of the
Optional Cash Deposit, then such excess will be treated as a distribution to the
Participant for federal income tax purposes. The fair market value of the shares
is determined on the Investment Date and is likely to differ from the Market
Price for the Pricing Period immediately preceding the related dividend payment
date that is used to determine the number of shares acquired by the Participant.
Any amount treated as a distribution will constitute a dividend for federal
income tax purposes to the same extent that a cash distribution would be so
treated. The initial income tax basis of the acquired shares will equal the
amount of the Optional Cash Deposit plus any amount treated as a distribution.
The holding period of acquired shares generally will begin on the day after the
Investment Date and the holding period of whole shares resulting from the
purchase of two or more fractional shares on different Investment Dates normally
will be split between the holding period of the fractional components comprising
the whole share.
Receipt of Share Certificates and Cash. A Participant will not realize any
taxable gain or loss from the receipt of share certificates representing whole
shares credited to the Participant's account. A Participant will realize gain or
loss upon the receipt of any cash payments following termination of
participation in the Plan for any fractional share interests credited to the
Participant's account as well as upon the sale or exchange of shares acquired
under the plan. The amount of any such gain or loss will equal the difference
between the amount of cash that the Participant received (net of any applicable
fees or expenses) and the tax basis thereof.
Plan of Distribution
The Common Stock purchased under the Plan from the Company is being
distributed directly from the Company rather that through an underwriter, broker
or dealer. The Company may sell Common Stock to owners of shares (including
brokers or dealers) whom in connection with any resale of such shares, may be
deemed to be underwriters. Such shares, including shares acquired pursuant to
Requests for Waiver, may be resold in market transactions (including coverage of
short positions) on any national securities exchange on which shares of Common
Stock trade or in privately negotiated transactions. The Common Stock is
currently listed on the New York Stock Exchange. The covering of short positions
is not consistent with the intent of the Plan and the Company retains the
right to deny the Request for Waivers for Participants engaging in such
activity.
There will be no brokerage commissions or other fees charged to Participants
in connection with purchases of the Common Stock made directly through the
Company or purchases made in the open market under the Plan. The difference
between the price such owners pay to the Company for shares of Common Stock
acquired under the Plan, after deduction of the applicable discount from the
Market Price, and the price at which such shares are resold, may be deemed to
constitute underwriting commissions received by such owners in connection with
such transactions.
Persons who satisfy the eligibility requirements for Participation in the
Plan, including brokers and dealers, will be permitted to purchase shares
through Optional Cash Deposits generally at a discount from the applicable
Market Price (as defined above) subject to applicable $50 minimum and $20,000
maximum per month purchase limitations (unless a Request for Waiver is accepted,
in which case Excess Optional Cash Deposits will be accepted). Upon withdrawal
by a Participant from the Plan by sale of the Common Stock held under the Plan,
the Participant will receive the proceeds of such sale less any related
brokerage commissions, withdrawal fees and any applicable transfer taxes.
Indemnification of Directors and Officers of the Company
Directors and officers of the Company shall be indemnified against
liabilities, fines, penalties, and claims imposed upon or asserted against them,
except for matters as to which they are liable because of willful misconduct or
a knowing violation of the criminal law, as provided in the Company's Articles
of Incorporation and the Virginia Stock Corporation Act. This indemnification
covers all costs and expenses reasonably incurred by a director or officer. In
addition, the Virginia Stock Corporation Act and the Company's Articles of
Incorporation may, under certain circumstances, eliminate the liability of
directors and officers in a shareholder or derivative proceeding.
Experts
The consolidated financial statements and schedule of Dynex Capital, Inc.
appearing in the Company's Annual Report on Form 10-K for the year ended
December 31, 1996 have been audited by KPMG Peat Marwick LLP, independent
auditors, as set forth in their report included therein, and incorporated herein
by reference. Such financial statements and schedule have been incorporated by
reference herein in reliance upon the report of that firm and upon the authority
of that firm as experts in auditing and accounting.
Address of the Plan Administrator
Authorization cards, B&N Forms, Optional Cash Deposits, changes in name,
address or investment options, notices of termination and requests for refunds
of payments to purchase shares, certificates or the sale of shares held in the
Plan should be directed to:
First Union National Bank
Shareholder Services Group
1525 West W. T. Harris Blvd. 3C3, NC1153
Charlotte, North Carolina 28288-1153
(800) 829-8432
Inquiries Regarding the Plan
Please address questions about the Plan and your participation to the Office of
Investor Relations at Dynex Capital, Inc., 10900 Nuckols Road, Third Floor,
Glen Allen, VA 23060 or call (804) 217-5800.
<PAGE>
<TABLE>
<CAPTION>
Schedule A
Dynex Capital Dividend Reinvestment Plan
Pricing Period
Threshold Price Commencement Investment Date
and Excess Due Date for Date for Excess for Excess
Discount Excess Optional Optional Optional
Dividend Record Rate Set Date Cash Deposits Cash Deposits Cash Deposits
Month Cycle (1) Date (2) (3) (4) (5)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
September 1997 B n/a 9/18/97 9/24/97 9/17/97 9/30/97
October 1997 A 9/30/97 9/29/97 10/3/97 10/6/97 10/22/97
November 1997 B n/a 10/29/97 11/4/97 11/5/97 11/21/97
December 1997 B n/a 11/26/97 12/3/97 12/4/97 12/22/97
January 1998 A 12/31/97 12/29/97 1/2/98 1/5/98 1/22/98
February 1998 B n/a 1/28/98 2/3/98 2/4/98 2/23/98
March 1998 B n/a 2/26/98 3/4/98 3/5/98 3/23/98
April 1998 A 3/31/98 3/27/98 4/2/98 4/3/98 4/22/98
May 1998 B n/a 4/29/98 5/5/98 5/6/98 5/22/98
June 1998 B n/a 5/28/98 6/3/98 6/4/98 6/22/98
July 1998 A 6/30/98 6/26/98 7/2/98 7/6/98 7/22/98
August 1998 B n/a 7/30/98 8/5/98 8/6/98 8/24/98
September 1998 B n/a 8/27/98 9/2/98 9/3/98 9/22/98
October 1998 A 9/30/98 9/29/98 10/5/98 10/6/98 10/22/98
November 1998 B n/a 10/29/98 11/4/98 11/5/98 11/23/98
December 1998 B n/a 11/27/98 12/3/98 12/4/98 12/22/98
January 1999 A 12/31/98 12/28/98 1/4/99 1/5/99 1/22/99
<FN>
Notes:
1. Cycle A is for a month in which dividends and Optional Cash Deposits will be
invested. Cycle B is for a month in which no dividends will be paid and only
Optional Cash Deposits will be invested.
2. Threshold Price and Excess Discount Rate relating to the Investment of Excess
Optional Cash Deposits for each month shall be set by the Company five days
prior to the commencement of the Pricing Period for each respective month's
Excess Optional Cash Deposits.
3. The due date for an Excess Optional Cash Deposit is the day before the
commencement of the applicable Pricing Period. Request for Waiver forms for
Excess Optional Cash Deposits must be accepted by the Company one day prior
to the Excess Optional Cash Deposit due date.
4. Pricing Periods commence 12 Trading Days prior to the applicable Investment
Date.
5. The Investment Date of Excess Optional Cash Deposits is determined by the
Company and, in general, occurs on or about the twenty-second day of each
month.
</FN>
</TABLE>
<PAGE>
Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
<TABLE>
<CAPTION>
Item 14. Other Expenses of Issuance and Distribution
<S> <C>
Registration Fee $ 26,364
*Legal Fees and Expenses 10,000
*Accounting Fees and Expenses 3,500
*New York Stock Exchange Listing and Application Fee 21,000
*Printing 7,500
*Miscellaneous 1,000
*TOTAL $ 69,364
--------------------
<FN>
*Estimated
</FN>
</TABLE>
Item 15. Indemnification of Directors and Officers
The Virginia Stock Corporation Act and the Company's Articles of
Incorporation provide for indemnification of the Company's directors and
officers in a variety of circumstances, which may include liabilities under the
Securities Act of 1933. The Company's Articles of Incorporation require
indemnification of directors and officers with respect to certain liabilities,
expenses, and other amounts imposed on them by reason of having been a director
or officer, except in the case of willful misconduct or a knowing violation of
criminal law. The Company also carries insurance on behalf of directors,
officers, employees or agents which may cover liabilities under the Securities
Act of 1933. In addition, the Virginia Stock Corporation Act and the Company's
Articles of Incorporation eliminate the liability of a director or officer of
the Company in a shareholder or derivative proceeding except in the event of
willful misconduct or a knowing violation of the criminal law or of federal or
state securities laws.
<TABLE>
<CAPTION>
Item 16. Exhibits
<S> <C>
5.1 Opinion of Venable, Baetjer and Howard, LLP. *
23.1 Consent of KPMG Peat Marwick LLP. *
23.2 Consent of Venable, Baetjer and Howard, LLP (included
in Exhibit 5.1). *
24.1 Power of Attorney relating to subsequent amendments *
99.1 Letter to Shareholders with respect to Dividend
Reinvestment and Stock Purchase Plan *
99.2 Authorization Card with respect to Dividend
Reinvestment and Stock Purchase Plan. *
99.3 Request for Waiver Form
<FN>
* Previously filed
</FN>
</TABLE>
<PAGE>
Item 17. Undertakings
(a) The undersigned Registrant hereby undertakes as follows:
1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement.
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii)To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of the
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b)The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) of 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(h)Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, or
controlling persons of the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the 1933 Act and is therefore
unenforceable. In the event that a claim for indemnification against
such liabilities is asserted by such director, officer or controlling
person in connection with the securities being registered, the Company
will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
County of Henrico, and the State of Virginia, on September 29, 1997.
DYNEX CAPITAL, INC.
By: /s/ Thomas H. Potts
----------------
Thomas H. Potts
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on September 29, 1997.
/s/ Thomas H. Potts
-------------------
Thomas H. Potts
President and Director
(Principal Executive Officer)
/s/ Lynn K. Geurin
-------------------
Lynn K. Geurin
Secretary
(Chief Financial and
Accounting Officer)
/s/ J. Sidney Davenport, IV *
--------------------------
J. Sidney Davenport, IV
Director
/s/ Richard C. Leone *
-------------------
Richard C. Leone
Director
/s/ Paul S. Reid *
-------------------
Paul S. Reid
Director
/s/ Donald B. Vaden *
-------------------
Donald B. Vaden
Director
* By: /s/ Thomas H. Potts
Thomas H. Potts
Attorney-in -fact
<PAGE>
EXHIBIT INDEX
Exhibit
5.1 Opinion of Venable, Baetjer and Howard, LLP *
23.1 Consent of KPMG Peat Marwick LLP *
23.2 Consent of Venable, Baetjer and Howard, LLP (included in Exhibit 5.1) *
24.1 Power of Attorney relating to subsequent amendments *
99.1 Letter to Shareholders with respect to Dividend Reinvestment and Stock
Purchase Plan *
99.2 Authorization Card with respect to Dividend Reinvestment and Stock
Purchase Plan *
99.3 Request for Waiver Form
* Previously filed
REQUEST FOR WAIVER
DYNEX CAPITAL, INC.
Dividend Reinvestment and Stock Purchase Plan
TO: Treasurer
Dynex Capital, Inc.
10900 Nuckols Road - Third Floor
Glen Allen, Virginia 23060
Telephone:..(804) 217-5800 Date: .....
-----------------
Fax Number:.(804) 217-5860
This form is to be used by Participants in the Dynex Capital, Inc. Dividend
Reinvestment and Stock Purchase Plan (the "Plan") who are requesting
authorization from Dynex Capital, Inc. (the "Company") to make optional cash
deposits under the Plan in excess of the $20,000 monthly maximum limit.
A new form must be completed each month the Participant wishes to make optional
cash deposits in excess of the $20,000 monthly maximum limit. This form will not
be accepted by the Company unless it is completed in its entirety.
The Participant submitting this form hereby certifies that (i) the information
contained herein is true and correct as of the date of this form; (ii) the
Participant has received a current copy of the Prospectus relating to the Plan;
(iii) the undersigned participant has the power and authority to execute this
Request for Waiver; and (iv) the Participant shall submit a copy of this Request
for Waiver (approved by the Company) to First Union National Bank at the same
time an Authorization Form and/or Broker and Nominee Form, if applicable, and
the optional cash deposits are submitted by the participant.
The Participant submitting this form represents that he or she has no intent to
manipulate or otherwise cause the stock price of the Company's Common Stock to
decline during the Pricing Period.
The Participant acknowledges that for the September 30, 1997 Investment Date,
the Pricing Period will consist of the nine Trading Days prior to such
Investment Date. The Participant also acknowledges that optional cash deposits
in excess of $20,000 for the September 30, 1997 Investment Date shall not be
made until such time that the Registration Statement on Form S-3 filed September
16, 1997 with the Securities and Exchange Commission ("SEC") shall be accepted
by the SEC and declared effective.
- ------------------------------------------------------------------------------
Participant Information
- ------------------------ ------------------------
Participant's Signature Social Security/Tax
Identification Number(s)
- ------------------------ ------------------------
Name as it appears on share Address
certificate
- ----------------------------- ------------------------
Participant's Signature Date City.. State Zip
- -----------------------------
Name as it appears on share Tel:------------------------
certificate Fax:..------------------------
Optional Cash Investment Manner of Payment
...... Wire transfer -------- Other(1)------
- ------------------------------
(1)Payment by other than wire transfer requires approval of the Company.
- ------------------------------------------------------------------------------
Accepted by Dynex Capital, Inc.
- ------------------------ ------------------------
Name: Date
Applicable Waiver Discount:
Approved Amount:---------- Threshold Price:-------------
