SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(AMENDMENT NO. 2
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13-d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
AutoBond Acceptance Corporation
(Name of Issuer)
Common Stock, No Par Value-per Share
(Title of Class of Securities)
052918109
(CUSIP Number)
Steve Benedetti, Vice President, Controller & Treasurer
Dynex Capital, Inc.
10900 Nuckols Road, Third Floor
Glen Allen, Virginia 23060
(804) 217-5800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Elizabeth R. Hughes, Esquire
Venable, Baetjer and Howard, LLP
1800 Mercantile Bank & Trust Building
2 Hopkins Plaza
Baltimore, MD 21201
(410) 244-7400
August 6, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
CUSIP No.: 052918109 13D
1. NAME OF REPORTING PERSON: Dynex Holding, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
541809773
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS: AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ][ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Virginia
NUMBER OF
SHARES 7. SOLE VOTING POWER: 6,147,600 shares
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER: 0 shares
EACH
REPORTING 9. SOLE DISPOSITIVE POWER: 6,147,600 shares
PERSON
WITH 10. SHARED DISPOSITIVE POWER: 0 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
6,147,600 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 94.2%
14. YPE OF REPORTING PERSON: CO
<PAGE>
CUSIP No.: 052918109 13D
1. NAME OF REPORTING PERSON: Dynex Capital, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
521549373
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ][ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Virginia
NUMBER OF
SHARES 7. SOLE VOTING POWER: 6,147,600 shares
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER: 0 shares
EACH
REPORTING 9. SOLE DISPOSITIVE POWER: 6,147,600 shares
PERSON
WITH 10. SHARED DISPOSITIVE POWER: 0 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
6,147,600 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 94.2%
14. TYPE OF REPORTING PERSON: CO
<PAGE>
Item 1. Security and Issuer.
This Amendment No. 1 to Schedule 13D of the Common Stock of AutoBond
Acceptance Corporation (the "Issuer") is being filed on behalf of the
undersigned to amend the Schedule 13D (the "Schedule 13D"), which was originally
filed on June 19, 1998. Unless otherwise indicated, all capitalized items used
herein but not defined herein shall have the same meaning as set forth in the
Schedule 13D. The class of equity to which this statement refers is common
stock, no par value (the "Common Stock"), of AutoBond Acceptance Corporation,
which has its principal executive office at 100 Congress Avenue, Austin, Texas
78701.
Item 2. Identity and Background.
(i) Dynex Holding, Inc., a Virginia corporation, ("Holding"), is in the
business of originating loans and mortgages, with its principal business and
office located at 10900 Nuckols Road, Third Floor, Richmond, Virginia 23060.
Holding has not been convicted in a criminal proceeding during the last five
years (excluding traffic violations or similar misdemeanors). Holding has not
been a party to a civil proceeding described in Item 2(e) of Schedule 13D during
the last five years.
(ii) Dynex Capital, Inc., a Virginia corporation ("Dynex"), is a financial
services company which has elected to be treated as a real estate investment
trust for federal income tax purposes. Dynex uses its loan production operations
to create investments for its portfolio. Dynex's principal business and office
are located at 10900 Nuckols Road, Third Floor, Richmond, Virginia 23060. Dynex
has not been convicted in a criminal proceeding during the last five years
(excluding traffic violations or similar misdemeanors). Dynex has not been a
party to a civil proceeding described in Item 2(e) of Schedule 13D during the
last five years.
(iii) The executive officers of Holding are Thomas H. Potts, Lynn K.
Geurin, Brian Murray and Stephen J. Benedetti. The directors of Holding are
Thomas H. Potts, Lynn K. Geurin, Brian Murray and Stephen J. Benedetti. Each
person controlling Holding is Thomas H. Potts, Lynn K. Geurin, Brian Murray and
Stephen J. Benedetti.
(iv) The executive officers of Dynex are Thomas H. Potts, Lynn K. Geurin,
William J. Moore, William Robertson and William H. West, Jr. The directors of
Dynex are J. Sidney Davenport, Richard C. Leone, Thomas H. Potts, Paul S. Reid,
Donald B. Vaden and Barry S. Shein.
For information required by Instruction C to Schedule 13D with respect to
the persons set forth in the foregoing Item 2(iii) and (iv) ("Covered Persons"),
reference is made to Schedule I annexed hereto and incorporated herein by
reference.
Item 3. Source and Amount of Funds or Other Consideration.
Holding, Issuer and certain of Issuer's stockholders have entered into a
stock option agreement (the "Stock Option Agreement") pursuant to which Holding
may purchase all of the 5,474,500 shares of the Common Stock owned by such
stockholders and any shares acquired by such stockholders during the term of the
Stock Option Agreement (the "Stock Option"). The exercise price of the Stock
Option is payable in shares of a newly issued series of preferred stock of
Dynex, which number of shares is determined as set forth in Section 1.3, pages
2-3, of the Stock Option Agreement which is incorporated herein by reference as
Exhibit 3.1 hereto. The right to exercise the Stock Option expires June 9, 1999.
Dynex has purchased from Issuer a 12% convertible senior note due 2003 (the
"Note"), with face amount of $3,000,000, convertible into 500,000 shares of
Common Stock, subject to adjustment under certain circumstances, which
circumstances are set forth in Section 8.04, pages 23-26, of that certain Senior
Note Agreement dated as of the date hereof (the "Senior Note Agreement") which
is incorporated herein by reference as Exhibit 3.2 hereto. The purchase price of
such Note was $3,000,000 and was provided by working capital. The right to
convert the Note into Common Stock expires May 31, 1999.
Item 4. Purpose of Transaction.
Dynex has entered into a credit arrangement with the Issuer to provide
funding for the production of automobile loans originated by the Issuer. In
connection therewith, Holding has entered into the Stock Option Agreement with
the Issuer and Dynex has purchased the Note from the Issuer. The Stock Option
expires June 9, 1999 and the right to convert into Common Stock under the Note
expires May 31, 1999. During the term of the Stock Option Agreement, Holding and
Dynex each intend to consider its right to exercise the Stock Option and to
convert the Note, as the case may be, in light of various factors, including the
Issuer's business, results of operations, financial condition and future
prospects and general economic and industry conditions. Based upon such review,
Holding or Dynex, as the case may be, will take such action as it deems
appropriate in light of the circumstances existing from time to time. As a
result of such review, Dynex may convert the Note and Holding may exercise its
rights under the Stock Option. No decision with respect thereto has been made as
of the date hereof.
Holding and Dynex believe that, at current market prices, the shares of
Common Stock of the Issuer represent an attractive investment. Therefore,
Holding or Dynex may, in the future, acquire additional shares depending upon
market conditions, developments with respect to the business of the Issuer and
other factors.
Item 5. Interest in Securities of the Issuer.
(a) Aggregate Number of Shares of Common Stock Beneficially Owned:
6,147,600 shares of Common Stock are deemed beneficially owned by Dynex and
Holding. Of this amount, 5,474,500 shares are deemed beneficially owned pursuant
to the right to acquire such shares under the Stock Option Agreement at any time
and 500,000 shares are deemed beneficially owned pursuant to the right to
acquire such shares upon conversion under the Note at any time. The balance of
such shares were acquired as a result of purchases in the open market.
Percentage of Class: 94.2% (as contained in Form 10-Q for the quarter ended
March 31, 1998 of the Issuer).
(b) Upon exercise of the Stock Option, Holding will have sole power to vote
and dispose of the 5,474,500 shares beneficially owned by it as set forth in
Item 5(a). Upon conversion of the Note, Dynex will have sole power to vote and
dispose of the 500,000 shares beneficially owned by it as set forth in Item
5(a). Dynex holds the sole power to vote and dispose of the 173,100 shares
acquired in the open market.
(c) Dynex acquired 173,100 shares in the open market as follows:
<TABLE>
<CAPTION>
Trade Date No. of Shares Price Per Share
<S> <C> <C>
August 3, 1998 2,000 $6.125
August 3, 1998 33,000 6.250
August 4, 1998 10,000 6.25
August 5, 1998 11,200 6.125
August 6, 1998 10,000 6.0
August 6, 1998 20,000 6.0
August 6, 1998 10,000 6.125
August 7, 1998 10,000 6.0
August 10, 1998 10,000 5.875
August 11, 1998 5,000 5.375
August 12, 1998 10,000 5.375
August 12, 1998 21,900 5.375
August 13, 1998 15,000 5.438
August 14, 1998 5,000 5.50
</TABLE>
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Although no arrangement exists between Holding and Dynex with respect to
the Note and the Stock Option, Dynex owns substantially all of the outstanding
capital stock of Holding. Further, certain of the executive officers, directors
and stockholders of Holding are executive officers and directors of Dynex, as
set forth in Item 2 above. Therefore, Holding and Dynex may be deemed to be
under common control.
Holding, Issuer and certain of Issuer's stockholders have entered into the
Stock Option Agreement pursuant to which Holding may purchase all of the
5,474,500 shares of the Common Stock owned by such stockholders and any shares
acquired by such stockholders during the term of the Stock Option. The exercise
price of the Stock Option is payable in shares of a newly issued series of
preferred stock of Dynex, which number of shares is determined as set forth in
Section 1.3, pages 2-3, of the Stock Option Agreement which is incorporated
herein by reference as Exhibit 3.1 hereto. The right to exercise the Stock
Option expires June 9, 1999.
Dynex has purchased from Issuer the Note which is a 12% convertible senior
note due 2003, with face amount of $3,000,000, convertible into 500,000 shares
of Common Stock, subject to adjustment under certain circumstances, which
circumstances are set forth in Section 8.04, pages 23-26, of the Senior Note
Agreement which is incorporated hereby by reference as Exhibit 3.2 hereto. The
right to convert the Note into Common Stock expires May 31, 1999.
Item 7. Material to be Filed as Exhibits.
Exhibit No. Item
3.1 Stock Option Agreement. Incorporated by reference to
Exhibit 3.1 of the Schedule 13D.
3.2 Senior Note Agreement. Incorporated by reference to
Exhibit 3.2 of the Schedule 13D.
99.1 Joint Filing Agreement. Incorporated by reference to
Exhibit 99.1 of the Schedule 13D.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 14, 1998
DYNEX HOLDING, INC.
By: s/ Stephen J. Benedetti
Stephen J. Benedetti
Vice President and Treasurer
DYNEX CAPITAL, INC.
By: s/ Stephen J. Benedetti
Stephen J. Benedetti
Vice President and Treasurer
<PAGE>
Schedule I
Information with Respect to Covered Persons
Item 2. Identity and Background.
(a) and (b)
Thomas H. Potts 10900 Nuckols Road, Suite 300
Glen Allen, VA 23060
Lynn K. Geurin 10900 Nuckols Road, Suite 300
Glen Allen, VA 23060
William J. Moore 10900 Nuckols Road, Suite 300
Glen Allen, VA 23060
William Robertson 10900 Nuckols Road, Suite 300
Glen Allen, VA 23060
William H. West, Jr. 10900 Nuckols Road, Suite 300
Glen Allen, VA 23060
J. Sidney Davenport 7202 Glen Forest Drive, Suite 202
Richmond, VA 23226
Richard C. Leone 41 East 70th Street
New York, NY 10021
Paul S. Reid 1125 15th Street, N.W.
Washington, DC 20005-2766
Donald B. Vaden 136 Matthew Scribener
Williamsburg, VA 23185
Barry S. Shein 1423 Lincolnway East
Goshen, IN 46526
Stephen J. Benedetti 10900 Nuckols Road, Suite 300
Glen Allen, VA 23060
Brian K. Murray 10900 Nuckols Road, Suite 300
Glen Allen, VA 23060
(c)
Thomas H. Potts Dynex Capital, Inc.
President 10900 Nuckols Road, Suite 300
Glen Allen, VA 23060
Lynn K. Geurin Dynex Capital, Inc.
Executive Vice President and 10900 Nuckols Road, Suite 300
Chief Financial Officer Glen Allen, VA 23060
William J. Moore Dynex Capital, Inc.
Executive Vice President 10900 Nuckols Road, Suite 300
Glen Allen, VA 23060
William Robertson Dynex Capital, Inc.
Executive Vice President 10900 Nuckols Road, Suite 300
Glen Allen, VA 23060
William H. West, Jr. Dynex Capital, Inc.
Executive Vice President 10900 Nuckols Road, Suite 300
Glen Allen, VA 23060
J. Sidney Davenport c/o Ryland Mortgage Company
7202 Glen Forest Drive, Suite 202
Richmond, VA 23226
Richard C. Leone The Century Foundation
President 41 East 70th Street
New York, NY 10021
Paul S. Reid Mortgage Bankers Assoc. of America
Executive Vice President 1125 15th Street N.W.
Washington, DC 20005
Donald B. Vaden Attorney
Attorney 136 Matthew Scribener
Williamsburg, VA 23185
Barry S. Shein Commodore Corporation
President 1423 Lincolnway East
Goshen, IN 46526
Stephen J. Benedetti Dynex Capital, Inc.
Vice President, Treasurer and 10900 Nuckols Road, Suite 300
Controller Glen Allen, VA 23060
Brian K. Murray Dynex Capital, Inc.
Senior Vice President 10900 Nuckols Road, Suite 300
Glen Allen, VA 23060
(d) During the last five years, no Covered Person has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, no Covered Person has been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or State securities laws or finding any violation
with respect to such laws, except for Thomas H. Potts. In July 1995, the
Securities and Exchange Commission ("SEC") approved the settlement of its
investigation with respect to a 1992 purchase of Dynex's common stock by Mr.
Potts, Dynex's president. In connection with such settlement, the SEC filed a
complaint in the United States District Court for the District of Maryland, and
Mr. Potts agreed to (i) entry of an injunction permanently enjoining him from
violating Section 10(b) of the Act, (ii) pay a civil penalty, and (iii) disgorge
the implied profit on the purchase plus interest.
(f) Each Covered Person is a U.S. citizen.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
None of the Covered Persons has at the present time any knowledge of plans
or proposals of the type referred to in clauses (a) through (j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Potts beneficially owns an aggregate of 34,350 shares of Common
Stock, which constitutes 0.53% of the Common Stock. None of the other Covered
Persons beneficially own any Common Stock.
(b) Mr. Potts has sole power to vote or direct the vote and sole power to
dispose or direct the disposition of all 34,350 shares of Common Stock. None of
the other persons beneficially own any Common Stock.
(c) Except for Mr. West, none of the Covered Persons have affected any
transactions during the past sixty days.
On June 15, 1998, Mr. West sold 3,000 shares of Common Stock at a price of
$8.00 per share. These shares were sold through the discount brokerage firm of
Fidelity. Mr. West no longer owns any shares of Common Stock.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Not applicable.
