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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Dynex Capital, Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class Securities)
26817Q506
(CUSIP Number)
Ernest C. Garcia II
2575 E. Camelback Road, Suite 700
Phoenix, Arizona 85016
(602) 778-5001
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 6, 2000
(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 that 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. / /
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
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).
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COVER PAGES
CUSIP NO. 26817Q506 13D, Amendment No. 5 PAGE __2__ OF __4__ PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS (ENTITIES ONLY)
Verde Reinsurance Company, Ltd.
66-0558988
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Island of Nevis
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER 0
EACH
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14 TYPE OF REPORTING PERSON*
CO
* See Instructions
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CUSIP NO. 26817Q506 13D, Amendment No. 5 PAGE __3__ OF __4__ PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS (ENTITIES ONLY)
Verde Investments, Inc.
86-0706842
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
ARIZONA
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER 571,450
EACH
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 571,450
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 571,450
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.99%
14 TYPE OF REPORTING PERSON*
CO
* See Instructions
3
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CUSIP NO. 26817Q506 13D, Amendment No. 5 PAGE __4__ OF __4__ PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS (ENTITIES ONLY)
Ernest C. Garcia II
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER 571,450
EACH
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 571,450
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 571,450
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.99%
14 TYPE OF REPORTING PERSON*
IN
* See Instructions
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ITEM 1. SECURITY AND ISSUER.
<TABLE>
<S> <C>
Title of Class of
Equity Security: Common Stock, $0.01 par value per share
Name of Issuer: Dynex Capital, Inc. ("Dynex")
Address of 10900 Nuckols Road, 3rd Floor
Principal Office: Glen Allen, Virginia 23060
</TABLE>
ITEM 2. IDENTITY AND BACKGROUND.
(a) NAME OF PERSON FILING:
A. Verde Reinsurance Company, Ltd., a corporation of the Island of Nevis
("Verde Reinsurance")
B. Verde Investments, Inc., an Arizona corporation ("Verde Investments")
C. Ernest C. Garcia II ("Garcia") (Verde Reinsurance, Verde Investments
and Garcia collectively, the "Reporting Persons")
This Schedule 13D, Amendment No. 5 is jointly filed pursuant to Rule 13d-1(k)(1)
promulgated by the Securities and Exchange Commission ("SEC") under Section
13(d) of the Securities Exchange Act of 1934, as amended (the "Act") by: (i)
Verde Reinsurance, by virtue of its prior indirect beneficial ownership of
Common Stock of Dynex by virtue of its prior ownership of convertible preferred
stock of Dynex to reflect the sale of all such preferred stock; (ii) Verde
Investments, by virtue of its direct beneficial ownership of Common Stock of
Dynex to reflect the sale of shares of such Common Stock and (iii) Garcia, by
virtue of his indirect beneficial ownership of Common Stock of Dynex via his
sole ownership of all of the common stock of Verde Reinsurance and Verde
Investments. This Schedule 13D, Amendment No. 5 is being filed to reflect the
sale of certain securities of Dynex.
Certain information required by this Item 2 concerning the directors and
executive officers of Verde Reinsurance and Verde Investments is set forth on
Schedule 1 attached hereto, which is incorporated herein by reference.
The Reporting Persons may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Act.
(b) RESIDENCE OR BUSINESS ADDRESS:
No change from Amendment No. 4.
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(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND THE NAME, PRINCIPAL
BUSINESS AND ADDRESS OF CORPORATION IN WHICH EMPLOYMENT IS CONDUCTED:
No change from original Schedule 13D, except see revised Schedule 1 in Amendment
No. 3.
(d) WHETHER DURING THE LAST FIVE YEARS, SUCH PERSON HAS BEEN CONVICTED IN A
CRIMINAL PROCEEDING (EXCLUDING TRAFFIC VIOLATIONS OR SIMILAR
MISDEMEANORS) AND, IF SO, GIVE THE DATES, NATURE OF CONVICTION, NAME
AND LOCATION OF COURT, ANY PENALTY IMPOSED, OR OTHER DISPOSITION OF THE
CASE:
No change from original Schedule 13D.
(e) WHETHER DURING THE LAST FIVE YEARS, SUCH PERSON WAS 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;
AND, IF SO, IDENTIFY AND DESCRIBE SUCH PROCEEDINGS AND SUMMARIZE THE
TERMS OF SUCH JUDGMENT, DECREE OR FINAL ORDER:
No change from original Schedule 13D.
(f) CITIZENSHIP:
No change from original Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
No change from Amendment No. 4.
ITEM 4. PURPOSE OF TRANSACTION.
No change from original Schedule 13D.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) AGGREGATE NUMBER AND PERCENTAGE OF SECURITIES BENEFICIALLY OWNED:
Verde Reinsurance was the indirect beneficial owner of 14,000 shares of Common
Stock that could have been acquired by Verde Reinsurance upon the conversion of
shares of preferred stock of Dynex previously held by Verde Reinsurance. As
reflected in Item 5(c), Verde Reinsurance has sold all of such Preferred Stock.
Verde Investments is the direct beneficial owner of 571,450 shares of Common
Stock, representing approximately 4.99% of Dynex's Common Stock. Mr. Garcia is
the indirect beneficial owner of 571,450 shares of Common Stock owned by Verde
Investments, representing approximately 4.99% of Dynex's Common Stock. By virtue
of the relationship between Mr. Garcia and Verde Reinsurance and Verde
Investments described in Item 2, Mr. Garcia may be deemed to possess indirect
beneficial ownership of the shares of stock beneficially owned by Verde
Reinsurance and Verde Investments. Ownership percentages of Common Stock are
based upon the common shares outstanding per Dynex's Form 10-Q Report for the
Quarter ended June 30, 2000 (11,446,206 shares of Common Stock outstanding at
July 31, 2000).
(b) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS VOTING AND DISPOSITIVE
POWER:
A. Verde Reinsurance:
(i) Sole power to vote or to direct the vote -- 0
(ii) Shared power to vote or to direct the vote - 0
(iii) Sole power to dispose or to direct the disposition -- 0
(iv) Shared power to dispose or to direct the disposition - 0
B. Verde Investments:
(i) Sole power to vote or to direct the vote -- 0
(ii) Shared power to vote or to direct the vote - 571,450
(iii) Sole power to dispose or to direct the disposition -- 0
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(iv) Shared power to dispose or to direct the disposition - 571,450
C. Ernest C. Garcia II
(i) Sole power to vote or to direct the vote -- 0
(ii) Shared power to vote or to direct the vote - 571,450
(iii) Sole power to dispose or to direct the disposition -- 0
(iv) Shared power to dispose or to direct the disposition - 571,450
(c) TRANSACTIONS EFFECTED DURING THE PAST 60 DAYS OR SINCE THE MOST RECENT
FILING ON SCHEDULE 13D, WHICHEVER IS LESS:
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<TABLE>
<CAPTION>
------------------------------------- ------------------------- ------------------------------- ---------------------
REPORTING PERSON DATE OF AMOUNT OF PRICE PER
SALE COMMON STOCK SHARE ($)
SOLD (#)
------------------------------------- ------------------------- ------------------------------- ---------------------
<S> <C> <C> <C>
Verde Investments, Inc. 07/18/00 50,000 $1.5000
Verde Investments, Inc. 09/05/00 47,600 $1.9149
Verde Investments, Inc. 09/06/00 7,000 $1.8125
Verde Investments, Inc. 09/06/00 45,400 $1.8750
Verde Investments, Inc. 09/08/00 4,500 $1.5625
Verde Investments, Inc. 09/12/00 25,000 $1.5625
Verde Investments, Inc. 09/13/00 105,000 $1.8750
Verde Investments, Inc. 09/14/00 15,000 $1.7800
------------------------------------- ------------------------- ------------------------------- ---------------------
</TABLE>
<TABLE>
<CAPTION>
------------------------------------- ------------------------- ------------------------------- ---------------------
REPORTING PERSON DATE OF AMOUNT OF PRICE PER
SALE PREFERRED 9.75% SHARE ($)
SERIES A SOLD (#)
------------------------------------- ------------------------- ------------------------------- ---------------------
<S> <C> <C> <C>
Verde Reinsurance Company Ltd. 07/18/00 1,200 $6.50
</TABLE>
<TABLE>
<CAPTION>
------------------------------------- ------------------------- ------------------------------- ---------------------
REPORTING PERSON DATE OF AMOUNT OF PRICE PER
SALE PREFERRED 9.55% SHARE ($)
SERIES B SOLD (#)
------------------------------------- ------------------------- ------------------------------- ---------------------
<S> <C> <C> <C>
Verde Reinsurance Company Ltd. 07/31/00 5,000 $6.125
Verde Reinsurance Company Ltd. 08/01/00 5,100 $6.3125
</TABLE>
<TABLE>
<CAPTION>
------------------------------------- ------------------------- ------------------------------- ---------------------
REPORTING PERSON DATE OF AMOUNT OF PRICE PER
SALE PREFERRED 9.73% SHARE ($)
SERIES C SOLD (#)
------------------------------------- ------------------------- ------------------------------- ---------------------
<S> <C> <C> <C>
Verde Reinsurance Company Ltd. 07/21/00 6,700 $7.375
Verde Reinsurance Company Ltd. 08/01/00 6,000 $7.375
Verde Reinsurance Company Ltd. 08/28/00 4,000 $5.875
</TABLE>
(d) NO OTHER PERSON IS KNOWN TO HAVE THE RIGHT TO RECEIVE OR THE POWER TO
DIRECT THE RECEIPT OF DIVIDENDS FROM, OR THE PROCEEDS FROM THE SALE OF,
SUCH SECURITIES.
(e) ON SEPTEMBER 14, 2000, THE REPORTING PERSONS CEASED TO BE THE
BENEFICIAL OWNER OF MORE THAN FIVE PERCENT OF THE CLASS OF SECURITIES.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
No change from original Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1: Agreement re Joint Filing of Schedule 13D, Amendment No. 5
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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.
<TABLE>
<S> <C>
Dated: September 14, 2000 VERDE REINSURANCE COMPANY, LTD., a
corporation of the Island of Nevis
By: /s/Ernest C. Garcia II
-------------------------------
Ernest C. Garcia II
Its: President
Dated: September 14, 2000 VERDE INVESTMENTS, INC., an Arizona
corporation
By: /s/Ernest C. Garcia II
-------------------------------
Ernest C. Garcia II
Its: President
Dated: September 14, 2000 ERNEST C. GARCIA II
By: /s/Ernest C. Garcia II
-------------------------------
Ernest C. Garcia II, as an Individual
</TABLE>
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SCHEDULE 1 TO SCHEDULE 13D
No change from Amendment No.4.
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
Exhibit 99.1: Agreement re Joint Filing of Schedule 13D, Amendment No. 5
</TABLE>
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