UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)*
(AMENDMENT NO. 8)
Dynex Capital, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value per share
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(Title of Class of Securities)
26817Q506
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(CUSIP Number)
with a copy to:
Stephen Fraidin
Michael R. Kelly Fried, Frank, Harris, Shriver & Jacobson
550 West C Street One New York Plaza
San Diego, CA 92101 New York, NY 10004-1980
(619) 687-5000 (212) 859-8000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 11, 2000
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(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 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, as amended ("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>
SCHEDULE 13D
CUSIP No. 26817Q506
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CALIFORNIA INVESTMENT FUND, LLC 33-0688954
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
NOT APPLICABLE
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 572,178
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH -0-
10 SHARED DISPOSITIVE POWER
572,178
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
572,178
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.00%
14 TYPE OF REPORTING PERSON (See Instructions)
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 26817Q506
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MICHAEL R. KELLY
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
NOT APPLICABLE
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 572,178
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH -0-
10 SHARED DISPOSITIVE POWER
572,178
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
572,178
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.00%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 26817Q506
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RICHARD KELLY
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
NOT APPLICABLE
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 572,178
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH -0-
10 SHARED DISPOSITIVE POWER
572,178
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
572,178
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.00%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
<PAGE>
This amendment amends and supplements Schedule 13D of California
Investment Fund, LLC, dated April 3, 2000 and filed on April 4, 2000 with the
Securities and Exchange Commission ("SEC"), Amendment No. 1 to Schedule 13D,
dated September 12, 2000 and filed on September 13, 2000 with the SEC, Amendment
No. 2 to Schedule 13D, dated October 3, 2000 and filed on October 3, 2000 with
the SEC, Amendment No. 3 to Schedule 13D, dated October 17, 2000 and filed on
October 17, 2000 with the SEC, Amendment No. 4 to Schedule 13D, dated October
24, 2000 and filed on October 24, 2000 with the SEC, Amendment No. 5 to Schedule
13D, dated October 30, 2000 and filed on October 30, 2000 with the SEC,
Amendment No. 6 to Schedule 13D, dated November 8, 2000 and filed on November 8,
2000 with the SEC, and Amendment No. 7 to Schedule 13D, dated December 12, 2000
and filed on December 13, 2000 with the SEC (together, the "Schedule 13D").
Except as amended by this amendment, there has been no change in the information
previously reported on the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
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On November 7, 2000, California Investment Fund, LLC (the "Fund") and
Dynex Capital, Inc. ("Dynex") entered into a definitive merger agreement (as
amended, the "Merger Agreement") pursuant to which a newly formed subsidiary of
the Fund will merge with and into Dynex and Dynex will become a wholly owned
subsidiary of the Fund for a purchase price of $90 million in cash for all of
the equity of Dynex (the "Acquisition Transaction"). There can be no assurance
that the Acquisition Transaction will be completed on the terms set forth in the
Merger Agreement or otherwise. A copy of the Merger Agreement was attached as
Exhibit B to the Fund's Amendment No. 6 to Schedule 13D filed on November 8,
2000 with the SEC, and is specifically incorporated herein by reference, and the
description herein of such merger agreement is qualified in its entirety by
reference to such agreement.
On December 11, 2000, the Fund and Dynex executed a document, a copy
of which is attached hereto as Exhibit A. Such document is specifically
incorporated herein by reference, and the description herein of such document is
qualified in its entirety by reference to such document.
On December 19, 2000, Fremont Investment & Loan ("Fremont") delivered
to Dynex a letter (the "Letter") regarding financing in connection with the
Acquisition Transaction. A copy of the Letter is attached hereto as Exhibit B
and is specifically incorporated herein by reference, and the description herein
of such letter is qualified in its entirety by reference to such letter.
Depending on the outcome of the Acquisition Transaction, the Fund
reserves the right to formulate other plans and/or make other proposals, and
take such actions with respect to its investments in Dynex, including any or all
of the actions set forth in the paragraphs (a) through (j) of Item 4 of Schedule
13D and any other actions as it may determine.
Except as stated in this response to Item 4 and in furtherance of
closing the Acquisition Transaction pursuant to the terms of the Merger
Agreement, the Fund has no current plans or proposals with respect to Dynex or
its securities of the types enumerated in paragraphs (a) through (j) of Item 4
of Schedule 13D.
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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Exhibit A -- Document, executed by California Investment Fund, LLC, DCI
Acquisition Corporation and Dynex Capital, Inc., dated
as of December 8, 2000.
Exhibit B -- Letter, dated December 19, 2000 from Fremont Investment & Loan.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Date: December 21, 2000 California Investment Fund, LLC,
a California limited liability company
By: /s/ Michael R. Kelly
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Michael R. Kelly
Its: Managing Member
Date: December 21, 2000 Michael R. Kelly
By: /s/ Michael R. Kelly
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Michael R. Kelly, as an Individual
Date: December 21, 2000 Richard Kelly
By: /s/ Richard Kelly
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Richard Kelly, as an Individual
<PAGE>
EXHIBIT INDEX
Exhibit A -- Document, executed by California Investment Fund, LLC, DCI
Acquisition Corporation and Dynex Capital, Inc., dated
as of December 8, 2000.
Exhibit B -- Letter, dated December 19, 2000 from Fremont Investment & Loan.
