UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
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)
January 11, 2001
(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 463,681
BENEFICIALLY --------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 879,856
REPORTING --------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 463,681
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10 SHARED DISPOSITIVE POWER
879,856
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
463,681
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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)
4.05%
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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 -0-
BENEFICIALLY ---------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING ---------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
416,681
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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)
3.64%
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14 TYPE OF REPORTING PERSON*
GR
This amendment amends and supplements Schedule 13D, of Thomas B. Akin
and Talkot Crossover Fund, L.P. dated August 29, 2000, and filed on August 29,
2000 with the Securities and Exchange Commission ("SEC"). Except as amended
by this amendment, there has been no change in the information previously
reported on the Schedule 13D.
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 $3,307,324
The Fund GF $3,581,882
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 463,175 shares of Common Stock,
representing approximately 4.05% of Dynex's Common Stock, which amount includes
122,525 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 416,681 shares of
Common Stock, representing approximately 3.64% of Dynex's Common Stock, which
amount includes 165,681 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 September 30, 2000
(11,446,206 shares of Common Stock outstanding at November 14, 2000 reflecting
a one-for-four reverse Common Stock split effective August 2, 1999), plus
the 288,206 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 463,175 4.05% 463,175 879,856 463,175 879,856
The Fund 416,681 3.64% -0- -0- -0- -0-
(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 November 7, 2000.
Transactions effected by the Fund:
Purchase Amount of Price Per
Name or Sale Date Common Stock Share ($)
The Fund S 11/08/00 20,000 $1.5000
The Fund S 11/17/00 100,000 $1.2500
The Fund S 12/11/00 80,000 $1.0625
Purchase Amount of Price Per
Name or Sale Date Preferred Stock Share ($)
9.75% Series A (1)
The Fund P 11/07/00 500 $6.7500
The Fund P 11/28/00 1,800 $7.5000
The Fund P 12/14/00 3,000 $7.2500
The Fund P 12/19/00 1,100 $7.0000
The Fund P 12/20/00 1,400 $7.0000
The Fund P 12/21/00 3,500 $7.2500
The Fund P 12/22/00 2,000 $7.5000
The Fund P 12/26/00 2,400 $7.0000
The Fund P 12/28/00 20,962 $6.9375
The Fund P 01/03/00 500 $6.6250
The Fund P 01/04/01 1,000 $8.2500
Purchase Amount of Price Per
Name or Sale Date Preferred Stock Share ($)
9.55% Series B (1)
The Fund P 11/21/00 800 $7.8125
The Fund P 11/30/00 800 $7.6875
The Fund P 12/05/00 500 $7.7500
The Fund P 12/15/00 1,000 $7.1250
The Fund P 12/18/00 200 $6.7500
The Fund P 12/21/00 1,000 $7.1250
The Fund P 12/22/00 2,500 $7.5500
The Fund P 12/26/00 2,500 $7.1250
The Fund P 12/28/00 48,000 $7.4688
The Fund P 01/09/01 5,900 $7.5625
Purchase Amount of Price Per
Name or Sale Date Preferred Stock Share ($)
9.73% Series C (1)
The Fund P 12/14/00 100 $7.9375
The Fund P 12/19/00 4,300 $8.2326
The Fund S 12/28/00 50,000 $8.5000
Transaction effected by Thomas Akin:
Purchase Amount of Price Per
Name or Sale Date Common Stock Share ($)
Thomas Akin P 12/08/00 50,000 $1.1200
Thomas Akin S 12/08/00 15,975 $1.0900
Thomas Akin S 12/08/00 18,350 $1.0900
Thomas Akin S 12/08/00 14,700 $1.0900
Purchase Amount of Price Per
Name or Sale Date Preferred Stock Share ($)
9.75% Series A (1)
Thomas Akin P 12/11/00 1,000 $8.0000
Thomas Akin S 12/28/00 20,962 $6.9375
Purchase Amount of Price Per
Name or Sale Date Preferred Stock Share ($)
9.55% Series B (1)
Thomas Akin P 11/08/00 4,000 $8.5938
Thomas Akin S 12/28/00 48,000 $7.4688
Purchase Amount of Price Per
Name or Sale Date Preferred Stock Share ($)
9.73% Series C (1)
Thomas Akin S 12/19/00 1,000 $8.8750
Thomas Akin P 12/28/00 50,000 $8.5000
(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 November 7, 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: January 11, 2001
/s/ Thomas Bruce Akin
Thomas Bruce Akin
TALKOT CROSSOVER FUND, L.P.
By: /s/ Thomas Bruce Akin
Thomas Bruce Akin, Managing General Partner
