<PAGE>
BY ELECTRONIC SUBMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Dynex Capital, Inc.
(formerly Resource Mortgage Capital Inc.)
Form S-3 Registration Statement
Ladies and Gentlemen:
Dynex Capital, Inc. (the "Company") hereby submits its Registration
Statement on Form S-3, including exhibits thereto, for filing in connection with
the registration under the Securities Act of 1933 of 6,000,000 additional shares
of its Common Stock. This electronic filing is submitted in accordance with
Regulation S-T of the 1933 Act and the EDGAR Filer Manual.
A wire transfer in the amount of $26,364, in payment of the required
registration fee, is being sent to the lock box depository maintained by the
Commission at Mellon Bank in Pittsburgh, Pennsylvania (Account Number 9108739,
ABA #043000261), before 5:30 p.m. today.
The Common Stock of the Company is registered on the New York Stock
Exchange and with the Securities and Exchange Commission pursuant to Section
12(b) of the Securities Exchange Act of 1934. Under separate cover, a hard copy
of this filing is being sent to the New York Stock Exchange.
Very truly yours,
Thomas H. Potts
President
Enclosures
cc: Elizabeth R. Hughes, Esq. (w/encl.)
<PAGE>
As filed with the Securities and Exchange Commission on September 16, 1997
Registration No. 333- __________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
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
<S> <C> <C> <C> <C>
Title of
Securities Amount Being Proposed Maximum Proposed Maximum Amount of Registration
Being Registered Registered Per Unit (1) Aggregate Offering Price Fee (2)
(1)
- ----------------- ----------- ---------- ---------- ----------
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.
</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>
SUBJECT TO COMPLETION, DATED SEPTEMBER 16, 1997
Prospectus
Dynex Capital, Inc.
Dividend Reinvestment and
Stock Purchase Plan
The Dividend Reinvestment and Stock Purchase Plan as in effect beginning
September , 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 less than $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.
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 represen-
tations,other than those contained in this Prospectus, in connection with the
offering made hereby, and if given or made, such information or represent-
tions 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 , 1997.
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer. Solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
<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
Investment Date. The "Investment Date" is the date on which dividends are paid
or the last business day of the month, if no dividend is being paid.
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.
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 will
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.
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
Record Date established for such Investment Date. In a month when a dividend is
to be paid, the "Record Date" is the Record Date set with respect to such
dividends. In a month where there is no dividend, the "Record Date" is the
second day prior to the first Trading Day of the Pricing Period (as defined
below under "Share Prices and Discounts"). 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 through Optional
Cash Deposits should deliver an Authorization Card on or prior to the Record
Date established for a particular 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"), 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 applicable Record Date,
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 registered in that Participant's name. 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 less than $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 less than $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 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 less than $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.
"Market Price" with respect to reinvested dividends and Optional Cash
Deposits less than $20,000per 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 quoted under
the NYSE composite transaction tape:
(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
quoted under the NYSE composite transaction tape, and no discount will apply.
Optional Cash Deposits of less than $20,000 per month are due one business
day immediately preceding the first Trading Day of the ensuing Pricing Period.
Optional Cash Deposits in excess of $20,000 per month
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 each month no later than the Record Date (as defined herein) for the
applicable Investment Date. If a "Request for Waiver" is granted by the Company,
Excess Optional Cash Deposits are due one business day immediately preceding the
first Trading Day of the ensuing Pricing Period (except for Excess Optional Cash
Deposits for the September 30, 1997 Investment Date, which deposits are due one
day after the date the registration statement to which this Prospectus relates
is declared effective). The "Pricing Period" is comprised of the twelve Trading
Days prior to the Investment Date (except in the case of the Excess Optional
Cash Purchases 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)
. The price to be paid for shares of Common Stock purchased pursuant to the
Excess Optional Cash Deposit feature of the Plan would reflect a discount from
0% to 5% of the Market price, as determined by the Company, when the closing
price of the stock on the first day of 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.
Each month, at least three business days prior to the Record Date, the
Company will establish the Discount Rate and a Threshold Price. The "Record
Date" is the same as the dividend record date or if there is no dividend record
date that month, two business days prior to commencement of the Pricing Period.
The "Threshold Price" is the dollar amount that the average of the high and
low sales price the Company's Common stock 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
calculating the Market Price (as set forth below) during the Pricing Period. For
each Trading Day on which the Threshold price is not satisfied, one-twelfth of
each 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.
"Market Price" with respect to Excess Optional Cash Deposits means the
average of the high and low sales price of the Common Stock during the Pricing
Period.
Excess Optional Cash Deposits are due one business day immediately
preceding the first Trading Day of the ensuing Pricing Period.
There is no pre-established limit applicable to Excess Optional Cash
Deposits that may be made pursuant to an accepted Request for Waiver. Optional
Cash Deposits that do not exceed $20,000 per month and the reinvestment of
dividends in additional shares of Common Stock will not be subject to the
Threshold Price. Participants interested in obtaining information regarding
Excess Optional Cash Deposits, Request for Waiver forms, Threshold Price and
Discount Rate are asked to call the Company's Office of Investor Relations at
(804) 217-5800.
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 10, 1997 the closing price of the Common Stock reported on the
New York Stock Exchange was $14.56 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.
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 prior to the commencement of a Pricing Period
will be invested on the Investment Date immediately following such Pricing
Period. Optional Cash Deposits 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. 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.
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.
<PAGE>
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 by the Company rather than through an underwriter, broker
or dealer. 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. Upon
withdrawal by a Participant from the Plan by the sale of the Common Stock held
under the Plan, the Participant will receive the proceeds of such sale less any
related brokerage commissions and any applicable transfer taxes.
Persons who satisfy the eligibility requirements for participation in the
Plan, including brokers or dealers, will be permitted to purchase shares through
Optional Cash Deposits at a discount from the applicable Market Price (as
defined above) subject to the applicable $50 minimum and $20,000 per month
maximum purchase limitations per month (unless a Request for Waiver is accepted
in which case Excess Optional Cash Deposits will be accepted).
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.
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.
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>
Schedule A
<TABLE>
<CAPTION>
Dynex Capital Dividend Reinvestment Plan
Threshold Price Record Pricing Period Optional Cash Investment
and
Month Cycle* Discount Set Date Commencement Deposit Due Date (1)
Date (4) (1) Date (2) Date (3)
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
September B 9/5/97 9/10/97 9/12/97 9/11/97 9/30/97
October A 9/25/97 9/30/97 10/15/97 10/14/97 10/31/97
November B 11/6/97 11/11/97 11/13/97 11/12/97 11/28/97
December B 12/5/97 12/10/97 12/12/97 12/11/97 12/31/97
January A 12/26/97 12/31/97 1/14/98 1/13/98 1/30/98
February B 2/4/98 2/9/98 2/11/98 2/10/98 2/27/98
March B 3/6/98 3/11/98 3/13/98 3/12/98 3/31/98
April A 3/26/98 3/31/98 4/14/98 4/13/98 4/30/98
May B 5/6/98 5/11/98 5/13/98 5/12/98 5/29/98
June B 6/5/98 6/10/98 6/12/98 6/11/98 6/30/98
July A 6/25/98 6/30/98 7/15/98 7/14/98 7/31/98
August B 8/6/98 8/11/98 8/13/98 8/12/98 8/31/98
September B 9/7/98 9/10/98 9/14/97 9/11/98 9/30/98
October A 9/25/98 9/30/98 10/14/98 10/13/98 10/30/98
November B 11/5/98 11/10/98 11/12/98 11/11/98 11/30/98
December B 12/8/98 12/11/98 12/15/98 12/14/98 12/31/98
January A 12/28/98 12/31/98 1/13/99 1/12/99 1/29/99
<FN>
Notes:
1. Record and Investment Date - Optional Cash Deposits will be invested every
month on the related Investment Date. For Optional Cash Deposits made in a
monthly period when there is a dividend record date, the "Record Date" and
the "Investment Date" are the same as those for dividend reinvestment. For
Optional Cash Deposits made in a monthly period when there is no dividend
record date, the "Record Date" is two business days prior to the commencement
of the related Pricing Period and the "Investment Date" is the last business
day of the month.
2. Pricing Period commencement date - The "Pricing Period" is comprised of the
twelve Trading Days prior to the Investment Date.
3. Optional Cash Deposit due date - Optional Cash Deposits are due one business
day immediately preceding the first day of the ensuing Trading Period.
4. Threshold Price and Discount Set Date - Each month, at least three trading
days prior to the applicable "Record Date", the Company will establish the
Threshold Price and Discount rate for shares purchased with Optional Cash
Payments.
5. The Pricing Period commencement date for the September 30, 1997 Investment
Date is comprised of the nine Trading Days prior to the Investment Date.
6. The due date for Optional Cash Deposits for the September 30, 1997 Investment
Date is one day after the date the registration statement to which this
Prospectus relates is declared effective.
A) Investment of Optional Cash Deposits and Dividends.
B) Investment of Optional Cash Deposits only
</FN>
</TABLE>
<PAGE>
Part II
<TABLE>
<CAPTION>
INFORMATION NOT REQUIRED IN PROSPECTUS
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
--------------------
</TABLE>
*Estimated
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.
Item 16. Exhibits
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
(contained on signature
page).
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.
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.
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 16, 1997.
DYNEX CAPITAL, INC.
By: /s/ Thomas H. Potts
- ----------------
Thomas H. Potts
President
Each person whose signature appears below does hereby make, constitute and
appoint Thomas H. Potts and Lynn K. Geurin, and each of them, his true and
lawful attorney with full power of substitution to execute, deliver and file
with the Securities and Exchange Commission, for and on his behalf, and in his
capacity or capacities as stated below, any amendment (including post-effective
amendments) to the Registration Statement with all exhibits thereto, making such
changes in the Registration Statement as the Registrant deems appropriate.
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 16, 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
<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 (contained on
signature page
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
Exhibit 5.1
September 16, 1997
Dynex Capital, Inc.
10900 Nuckols Road
Glen Allen, Virginia 23060
Re: Dynex Capital, Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Dynex Capital, Inc., a Virginia corporation
(the "Company"), in connection with its Registration Statement on Form S-3 (the
"Registration Statement"), filed under the Securities Act of 1933, as amended
(the "Act"), relating to the registration of 6,000,000 shares of its Common
Stock, $.01 par value, to be issued pursuant to the Company's Dividend
Reinvestment and Stock Purchase Plan.
In that connection, we have examined originals or copies of such
documents, corporate records and other instruments as we have deemed necessary
or appropriate for purposes of this opinion, including the Articles of
Incorporation, as amended, and By-laws of the Company. We have assumed without
independent verification the genuineness of signatures, the authenticity of
documents, and the conformity with originals of copies.
Based upon the foregoing, we are of the opinion that the shares being sold
by the Company, when authorized by the Board of Directors of the Company and
issued and sold in accordance with the terms of the Company's Dividend
Reinvestment and Stock Purchase Plan described in the Registration Statement,
will be validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
By giving the foregoing consent, we do not admit that we come within the
category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
Venable, Baetjer & Howard, LLP
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Dynex Capital, Inc.:
We consent to the use of our report incorporated by reference herein and to the
reference to our firm under the heading "Experts" in the Prospectus.
KPMG PEAT MARWICK LLP
Exhibit 99.1
September 16, 1997
Dear Shareholder:
We appreciate your choice of Dynex Capital, Inc. to help meet your financial
goals and we are proud of the confidence you have placed in us. In the enclosed
Prospectus you will find detailed information about the Company's new Dividend
Reinvestment and Stock Purchase Plan to become effective September ____, 1997
(the "Plan"). Upon such effective date the Plan will supersede and replace the
existing Dividend Reinvestment and Stock Purchase Plan.
The Plan provides you with a convenient and economical way to reinvest cash
dividends and Optional Cash Deposits (as defined in the Prospectus) in shares of
the Company's common stock purchased automatically through the Plan
Administrator at a discount, in most cases, to the market price. See the section
entitled "The Plan" within the Prospectus. First Union National Bank ("First
Union"), the transfer agent, acts as the Plan Administrator for participating
shareholders.
Here are answers to a few commonly-asked questions about the Company's Plan.
Please read the enclosed Prospectus carefully before deciding whether to
participate. Each shareholder currently participating in the existing Plan will
continue to participate in the new Plan without any further action required on
his or her part.
What is the Dividend Reinvestment and Stock Purchase Plan?
As a shareholder in the Company, you have the opportunity to re-invest your
cash dividends declared and paid on your shares of Common or Preferred Stock (as
defined in the Prospectus) in shares of the Company's Common Stock at a
discount, in most cases, from the market price. This service is offered by the
Company for your benefit through First Union, the dividend disbursing agent for
the Company. Shareholders may also choose to make Optional Cash Deposits to be
invested each month on the Investment Date (as defined in the Prospectus) in the
Company's Common Stock.
What options are available?
The Authorization Card provides for the purchase of shares of the Company's
Common Stock through the following investment options:
(1) Full Dividend Reinvestment - the Plan Administrator will apply any cash
dividends on all shares of the Common and Preferred Stock registered in your
name, together with any Optional Cash Deposits, toward the purchase of shares of
the Common Stock.
(2) Partial Dividend Reinvestment - the Plan Administrator will apply any
cash dividends on only the number of participating shares of the Common and
Preferred Stock you specify on the Authorization Card, together with any shares
acquired through the Plan, toward the purchase of shares of Common Stock.
(3) Optional Cash Deposits Only - you will continue to receive any cash
dividends on shares of the Common and Preferred Stock currently registered in
your name, and the Plan Administrator will apply only Optional Cash Deposits
received from you toward the purchase of shares of the Common Stock. Dividends
on Plan Shares acquired with the Optional Cash Deposits and credited to your
account will be automatically reinvested.
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 would be reduced by the same percentage and the amount not accepted
would be promptly returned without interest.
Can I change my options?
Yes. Participants may change their investment options at any time by
requesting a new Authorization Card and returning it to First Union at the
address listed on the back of the card.
How does the plan work?
With respect to reinvested dividends, all you have to do is enroll. Once you
have enrolled, First Union will automatically reinvest your dividends after each
dividend payment date, First Union will purchase shares of Dynex Capital Common
Stock with your dividends. Shares purchased for you, through the Plan, including
fractional shares, will be credited to your Plan account.
With respect to the Optional Cash Deposit aspect of the Plan, you must
submit an Authorization Card and make a cash deposit in the amount you wish to
have invested at least one business day immediately preceding the first business
day of the ensuing Pricing Period (as defined in the Prospectus) which is
equivalent to 13 days prior to the Investment Date. In most cases, Optional Cash
Deposits are subject to a $50 minimum investment per month and a $20,000 per
month maximum investment. However, Participants may seek a waiver of the maximum
limitation by submitting a Request for Waiver Form to the Company and receiving
a confirmation of acceptance of the Request for Waiver from the Company. See the
Section entitled "Share Price and Discounts" for a discussion on how the prices
of shares acquired under the Plan will be determined.
No certificates will be issued for shares purchased under the Plan and
credited to your Plan account. Upon receipt of a written request for withdrawal,
First Union will issue and deliver to you a certificate for whole number of
shares for which withdrawal has been requested. Certificates for shares
purchased under the Plan will be held by First Union, at no cost to you, until
you request delivery of the certificates to you.
How do I enroll?
All shareholders of the Company's Common and Preferred Stock are eligible.
If you hold shares of Dynex Capital in your own name, complete the Authorization
Card in the back of the enclosed prospectus and mail it to First Union at the
address provided on the card. Stockholders previously enrolled in the existing
Dividend Reinvestment and Stock Purchase Plan will continue to participate in
the new Plan without any further action required on their part.
If your stock is registered in a name other than your own (e.g., in the name
of a broker or bank nominee) and you want to participate in the Plan, you may
request that your broker or nominee enroll on your behalf. Participants whose
shares are registered in the name of their broker or nominee must verify for
themselves the extent to which the broker or nominee will provide all of the
services and features of the Plan directly to the Participant. All
communications regarding the Plan by these shareholders must be made directly to
the broker or nominee. See the section entitled "Enrollment" within the
prospectus for further details.
Is there a cost to participate?
Dynex Capital will pay all costs relating to the administration and
maintenance of the Dividend Reinvestment and Stock Purchase Plan. Participants
will not pay brokerage commissions or fees on shares issued by and purchased
from the Company or on shares purchased in the open market. Participants will,
however, be charged for any brokerage fees incurred in connection with any sales
of Plan Shares sold by the Company upon request of the Participant.
Whom should I contact for additional information?
If you hold shares in your own name, questions pertaining to the Dividend
Reinvestment and Stock Purchase 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
If your shares are not held in your name, contact your brokerage firm, bank
or other nominee for more information.
Questions pertaining to Dynex Capital, Inc. should be directed to the
Office of Investor Relations at the address listed in the prospectus or call
(804) 217-5800.
Please take a few moments to consider carefully the advantages of enrolling
in this program.
Sincerely,
Thomas H. Potts
President
<PAGE>
Exhibit 99.2
Revised 9/97
To Join the Plan:
(1) Complete this card. Be sure to include your social security
or tax identification number and signature.
(2) Detach card, stamp and mail. Reverse side of card is
self-addressed.
DYNEX CAPITAL, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
AUTHORIZATION CARD
I hereby appoint First Union National Bank (or any successor) ("First
Union") as my agent to receive cash dividends that may hereafter become payable
to me on shares of Common or Preferred Stock (as defined in the Prospectus) of
Dynex Capital, Inc. registered in my name as set forth below, and authorize
First Union to apply such dividends, together with any optional cash deposits I
may properly make, to the purchase of full shares and fractional interests in
shares of the Company's Common Stock.
I understand that the purchases will be made under the terms and conditions
of the Dividend Reinvestment and Stock Purchase Plan as described in the
Prospectus and that I may revoke this authorization by notifying First Union, in
writing, of my desire to terminate my participation.
By signing below, I certify under penalty of perjury that: (1) The number
shown on this form is my correct taxpayer identification number; and (2) I am
not subject to backup withholding because (a) I am exempt from backup
withholding, or (b) I have not been notified by the Internal Revenue Service
that I am subject to backup withholding as a result of a failure to report all
interest or dividends, or (c) the IRS has notified me that I am no longer
subject to backup withholding.
Return this card only if you wish to participate in the Plan.
Please indicate your participation below:
Common Stock:
__Full dividend reinvestment on all shares Print
name(s) as shown on stock certificate
__Partial dividend reinvestment on ______ shares only
__Optional Cash Deposits only Signature(s)
Signature(s)
Series A Preferred Stock:
__Full dividend reinvestment on all shares
__Partial dividend reinvestment on ______ shares only Print PO
Box and/or Street Address
__Optional Cash Deposits only
Print City, State, Zip Code
Series B Preferred Stock:
__Full dividend reinvestment on all shares
__Partial dividend reinvestment on ______ shares only Print your
phone number
__Optional Cash Deposits only
Date
Series C Preferred Stock: Social Security
Number or Tax ID Number
__Full dividend reinvestment on all shares __Partial dividend reinvestment
on ______ shares only __Optional Cash Deposits only
If your shares are held of record by a broker or nominee, you must make
appropriate arrangements with the broker or nominee to participate in the Plan.
