UNITED STATES
`SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)*
DYNEX CAPITAL INC
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
26817Q506
(CUSIP number)
Thomas B. Akin
Talkot Capital, LLC
2400 Bridgeway, Suite 200
Sausalito, CA 94965
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
August 29, 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 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 / /. 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). Potential persons who are to respond to the collection of
information contained in this form are not required to respond unless the form
displays a currently valid OMB control number.
1 NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSON
Thomas Bruce Akin
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 7 SOLE VOTING POWER
SHARES 428,531
BENEFICIALLY --------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 989,331
REPORTING --------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 428,531
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10 SHARED DISPOSITIVE POWER
989,331
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
428,531
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.74%
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14 TYPE OF REPORTING PERSON*
IN
1 NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSON
Talkot Crossover Fund, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
GF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 7 SOLE VOTING POWER
SHARES 560,800
BENEFICIALLY ---------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 989,331
REPORTING ---------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 560,000
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10 SHARED DISPOSITIVE POWER
989,331
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
560,800
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.90%
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14 TYPE OF REPORTING PERSON*
GR
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock (the "Stock") of Dynex Capital
Inc. ("DX"). The principal executive office of DX is located at 10900 Nuckols
Road, 3rd Floor, Glen Allen, Virginia 23060.
ITEM 2. IDENTITY AND BACKGROUND.
The persons filing this statement and the persons enumerated in Instruction C
of Schedule 13D and, where applicable, their respective places of organization,
general partners, directors, executive officers and controlling persons, and
the information regarding them, are as follows:
The names of the persons filing this statement are Thomas Bruce Akin (Thomas
Akin), and the Talkot Crossover Fund (the Fund).
(a) The names of the persons filing this statement are Thomas Bruce Akin
("Thomas Akin"), Talkot Crossover Fund, L.P. ("the Fund"),
(collectively, the "Filers").
(b) The address of the filers is 10 Via El Verano, Tiburon, CA 94920.
The Talkot Crossover Fund, L.P. is located at 2400 Bridgeway, Suite
200, Sausalito, CA 94965.
(c) Thomas Akin is the Managing General Partner of the Talkot Crossover
Fund, L.P. which is located at 2400 Bridgeway, Suite 200,
Sausalito, CA 94965.
(d) During the last five years, none of the Filers has been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, none of the Filers 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.
(f) All of the Filers who are natural persons are citizens of the United
States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of funds used in purchasing the Stock were as follows:
Purchaser Source of Funds Amount
Thomas Akin PF $3,081,285
The Fund GF $5,574,891
ITEM 4. PURPOSE OF TRANSACTION.
The Filers have acquired the Stock primarily for investment. The Filers feel
DX to be an undervalued asset with significant earnings capabilities. The
Filers intend to review continuously their options with respect to their
investment in the Stock and expressly reserve their right to (a) purchase
additional shares of the Stock; (b) dispose of all or part of their holdings
of the Stock by public or private sales or otherwise, at such prices and on
such terms as they may deem advisable; or (c) take such other action with
respect to their investment in the Stock as they may deem appropriate,
including meeting or consulting with the management or the Board of
Directors of DX to discuss DX's assets, corporate structure, dividend
policies, capital operations, properties management and personnel or potential
extraordinary transactions such as a merger, reorganization or liquidation of
DX or any of its assets or subsidiaries, and contacting other stockholders of
DX to discuss corporate strategy or any of the foregoing matters.
Except as set forth above, the Filers have no present plans or proposals that
would result in or relate to any of the transactions described in Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Aggregate number and percentage of securities beneficially owned:
Thomas Akin is the direct beneficial owner of 428,531 shares of Common Stock,
representing approximately 3.74% of Dynex's Common Stock, which amount includes
119,906 shares of Common Stock that may be acquired by Mr. Akin upon the
conversion of shares of preferred stock of Dynex held by Mr. Akin. Talkot
Crossover Fund, L.P. is the direct beneficial owner of 560,800 shares of Common
Stock, representing approximately 4.90% of Dynex's Common Stock, which amount
includes 110,800 shares of Common Stock, that may be acquired by the Fund
upon the conversion of shares of preferred stock of Dynex held by the Fund. By
virtue of the relationship between Mr. Akin and the Fund described in Item 2,
Mr. Akin may be deemed to possess indirect beneficial ownership of the shares
of Common Stock beneficially owned by the Fund. Ownership percentages of
Common Stock is based upon the common shares outstanding per Dynex's Form
10-Q Report for the Quarter ended June 30, 2000 (11,444,099 shares of Common
Stock outstanding at June 30, 2000 reflecting a one-for-four reverse Common
Stock split effective August 2, 1999), plus the 230,706 shares of
Common Stock into which the Dynex preferred stock collectively held by the
Mr. Akin and the Fund is convertible.
(b) The beneficial ownership of the Stock of the persons named in Item 2 of
this statement is as follows at the date hereof:
Aggregate
Beneficially
Owned Voting Power Dispositive Power
Name Number Percent Sole Shared Sole Shared
Thomas Akin 428,531 3.74% 428,531 989,331 428,531 989,331
The Fund 560,800 4.90% 560,800 989,331 560,800 989,331
(c) Transactions effected during the past 60 days or since the most recent
filing on Schedule 13D, whichever is less:
The persons filing this statement effected the following transactions in the
Stock on the dates indicated, and such transactions are the only transactions
in the Stock by the persons filing this statement since June 30, 2000.
Purchase Amount of Price Per
Name or Sale Date Common Stock Share ($)
Thomas Akin P 8/23/00 50,000 $0.52500
Purchase Amount of Price Per
Name or Sale Date Preferred Stock Share ($)
9.75% Series A (1)
Thomas Akin P 7/11/00 2,600 $6.75000
Thomas Akin P 7/25/00 1,000 $6.03500
Thomas Akin P 8/01/00 1,000 $6.02000
The Fund P 8/02/00 1,000 $5.95000
The Fund P 8/03/00 1,000 $5.70000
Thomas Akin P 8/28/00 2,200 $5.12342
The Fund P 8/28/00 5,000 $5.06550
Purchase Amount of Price Per
Name or Sale Date Preferred Stock Share ($)
9.55% Series B (1)
The Fund P 7/07/00 2,800 $6.77536
Thomas Akin P 7/25/00 1,000 $5.91000
Thomas Akin P 7/25/00 2,000 $6.15250
Thomas Akin P 7/26/00 2,000 $5.97750
The Fund P 7/27/00 300 $5.94500
Thomas Akin P 7/31/00 5,000 $6.27300
Thomas Akin P 8/01/00 5,000 $6.37250
The Fund P 8/03/00 500 $5.71500
Thomas Akin P 8/22/00 2,200 $4.77682
Thomas Akin P 8/24/00 1,000 $4.82500
Thomas Akin P 8/25/00 3,500 $4.93499
Thomas Akin P 8/28/00 2,000 $5.15250
Purchase Amount of Price Per
Name or Sale Date Preferred Stock Share ($)
9.73% Series C (1)
Thomas Akin P 7/07/00 1,000 $8.53500
The Fund P 8/03/00 1,700 $6.49482
The Fund P 8/08/00 3,000 $6.31500
Thomas Akin P 8/22/00 4,000 $5.18875
Thomas Akin P 8/24/00 4,000 $5.31375
(1) Each preferred share is exercisable into 1/2 share of Dynex Capital
common stock.
The persons filing this statement effected the above transactions in the
Stock on the dates indicated, and such transactions are the only transactions
in the Stock by the persons filing this statement since June 30, 2000.
Transactions effected above include the purchase of shares of Common Stock
plus Common Stock into which the Dynex preferred stock is convertible.
All transactions were executed as open market transactions. The Filers
beneficially owned more than five percent of the outstanding shares of the
Stock as of June 1, 2000.
ITEM. 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Thomas Akin is the Managing General Partner of the Fund. As such, he has the
power to vote the Stock held by such persons and to direct the receipt of
dividends from, or the proceeds from the sale of, the Stock held by such
persons.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge, I certify that the
information set forth in this statement is true, complete and correct.
DATED: August 29, 2000
/s/ Thomas Bruce Akin
Thomas Bruce Akin
TALKOT CROSSOVER FUND, L.P.
By: /s/ Thomas Bruce Akin
Thomas Bruce Akin, Managing General Partner
