SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 1, 1998
Dynex Securities Corporation
(Exact name of registrant as specified in charter)
Virginia 34-0-20552 52-1785164
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
10900 Nuckols Road, Glen Allen, Virginia 23060
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (804) 217-5800
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(Former name or former address, if changed since last report.)
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Item 1. Changes in Control of Registrant.
Not Applicable.
Item 2. Acquisition or Disposition of Assets.
Not Applicable.
Item 3. Bankruptcy or Receivership.
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not Applicable.
Item 5. Other Events.
The Registrant has entered into the following Amendments to Trust
Agreements:
An Amendment to Trust Agreement (the "Amendment") dated as of
February 1, 1998, among the Registrant, Norwest Bank Minnesota, National
Association, as Master Servicer and Chase Bank of Texas, N.A., as Trustee,
amending the Trust Agreement, dated as of August 1, 1992, relating to the
Registrant's Mortgage Participation Securities, Series 1992-1. A copy of the
Amendment is included as Exhibit 4.1 hereto.
Item 6. Resignations of Registrant's Directors.
Not Applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Not Applicable.
Item 8. Change in Fiscal Year.
Not Applicable.
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Exhibits
4.1 Copy of the Amendment to Trust Agreement for SMSC Series 1992-1, dated as
of February 1, 1998, by and among the Registrant, Norwest Bank Minnesota,
National Association, as Master Servicer, and Chase Bank of Texas, N.A.,
as Trustee.
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<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
February 2, 1998
DYNEX SECURITIES CORPORATION
By: /s/ Lisa R. Cooke
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Name: Lisa R. Cooke
Title: Vice President
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INDEX TO EXHIBITS
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<CAPTION>
Page
<S> <C>
4.1 Copy of the Amendment to Trust Agreement for SMSC Series 1992-1,
dated as of February 1, 1998, by and among the Registrant, Norwest Bank
Minnesota, National Association, as Master Servicer, and Chase Bank of
Texas, N.A., as Trustee.......................................................................
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Exhibit 4.1
SAXON MORTGAGE SECURITIES CORPORATION
MORTGAGE PARTICIPATION SECURITIES
SERIES 1992-1
AMENDMENT
TO
TRUST AGREEMENT
Dated as of
February 1, 1998
among
DYNEX SECURITIES CORPORATION,
formerly known as Saxon Mortgage Securities Corporation,
Depositor,
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
as assignee of Ryland Mortgage Company,
Master Servicer,
and
CHASE BANK OF TEXAS, N.A.,
formerly known as Texas Commerce Bank National Association,
Trustee
==============================================
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AMENDMENT TO TRUST AGREEMENT
THIS AMENDMENT TO TRUST AGREEMENT, dated as of February 1, 1998, is
made by and among DYNEX SECURITIES CORPORATION, formerly known as Saxon Mortgage
Securities Corporation, a Virginia corporation, as Depositor (the "Depositor"),
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, a national banking association
(the "Master Servicer"), as assignee of Ryland Mortgage Company, an Ohio
corporation, as Master Servicer, and CHASE BANK OF TEXAS, N.A. (the "Trustee"),
a Texas banking corporation, formerly known as Texas Commerce Bank National
Association, as Trustee, under the Trust Agreement, dated as of August 1, 1992,
among Saxon Mortgage Securities Corporation, Ryland Mortgage Company, and the
Trustee relating to the Saxon Mortgage Securities Corporation Mortgage
Participation Securities, Series 1992-1 (the "Trust Agreement"), which Trust
Agreement incorporates by reference the Saxon Mortgage Securities Corporation,
Mortgage Participation Securities, Standard Terms to Trust Agreement (Pool
Insurance), July 1992 Edition (the "Standard Terms"). Capitalized terms used
herein shall have the meanings assigned in the Trust Agreement or Standard Terms
unless otherwise defined herein.
RECITALS
WHEREAS, the Prospectus Supplement relating to the Securities issued
pursuant to the Trust Agreement describe, and the forms of Securities attached
as exhibits to the Trust Agreement contain, certain provisions with respect to
the rights of the Holders of the Residual Majority (as defined herein) and of
the Master Servicer to effect a Terminating Purchase of the Mortgage Loans and
other assets of the Trust, but such provisions are inconsistent with provisions
of Section 9.01 of the Standard Terms, as incorporated in the Trust Agreement;
WHEREAS, Section 11.01 of the Standard Terms provides that, subject to
certain conditions specified therein, the Trust Agreement may be amended by the
Depositor, the Master Servicer, and the Trustee without the consent of any of
the Securityholders (i) to correct any provisions of the Trust Agreement which
may be inconsistent with any other provisions therein, or (ii) to make any
provisions with respect to matters arising with respect to the Trust which are
not covered by, and which are not inconsistent with, the provisions of the Trust
Agreement;
WHEREAS, the parties desire to amend the terms of the Trust Agreement
to correct the inconsistency described above and to add certain provisions that
are not covered by, and are not inconsistent with, the Trust Agreement, all as
provided in this Amendment to Trust Agreement;
NOW, THEREFORE, the Depositor, the Master Servicer, and the Trustee
hereby agree to amend the terms of the Trust Agreement as follows:
AGREEMENT
1. As it applies to the Securities issued pursuant to the Trust
Agreement, Section 9.01 of the Standard Terms, as modified by the Trust
Agreement, is further amended by replacing the first sentence of the second
paragraph thereof with the following two new sentences:
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Either the Holders of a majority in interest of the Class R
Securities (the "Residual Majority") or the Master Servicer, at their
respective options, may effect a Terminating Purchase on or after any
Distribution Date on which, after taking into account payments of
principal to be made on such Distribution Date, the aggregate
Security Principal Balance of (i) in the case of the Residual
Majority, the Senior Securities is less than 10% of the aggregate
initial principal amount of the Senior Securities or (ii) in the case
of the Master Servicer, the Senior, Class B-1 Securities, and the
Class B-2 Securities is less than 10% of the aggregate initial
principal amount of the Senior and Class B-1 Securities, and the
Class B-2 Securities. A Terminating Purchase also may be made on any
Distribution Date upon the Master Servicer's determination, based
upon an opinion of counsel, that the REMIC status of the REMIC
referenced in the Trust Agreement has been lost or that a substantial
risk exists that such status will be lost for the then current
taxable year.
2. As it applies to the Securities issued pursuant to the Trust
Agreement, Section 9.01 of the Standard Terms, as modified by the Trust
Agreement and as amended in Section 1 hereof, is further amended by adding the
following new paragraphs after the fifth paragraph in Section 9.01:
Notwithstanding any other provision of this Standard Terms to the
contrary, the Residual Majority may in connection with its election
to make a Terminating Purchase make the following additional
election. If the certificates in physical form evidencing the Regular
Securities and the Residual Securities (other than those then held by
the Residual Majority and by the Tax Matters Person) issued by the
Trust are surrendered to the Trustee (duly endorsed for transfer) no
later than the second Business Day (the "Purchase Election Date")
prior to the Distribution Date on which the Terminating Purchase is
to be made (the "Purchase Date"), the Residual Majority may elect, in
lieu of purchasing the Mortgage Loans, to purchase all of the
outstanding Regular Securities and the Residual Securities (other
than those then held by the Residual Majority and by the Tax Matters
Person) issued by the Trust (hereinafter, the "Securities") and to
treat the Securities so purchased as remaining outstanding and having
been purchased by the Residual Majority or its designee. In the event
that the Residual Majority elects to purchase the Securities, the
purchase price (the "Securities Purchase Price") to be deposited in
the Assets Proceeds Account shall be 100% of the aggregate Security
Principal Balance of the Securities, plus, with respect to each Class
of Securities, Accrued Pass-Through Interest with respect to the
related Distribution Date and any Accrued Pass-Through Interest from
a previous Distribution Date remaining unpaid as of the Purchase
Date; but if such election is not made on the Purchase Election Date,
then the amount to be deposited in the Asset Proceeds Account shall
be the Termination Price. In either event, the Holders of the
Securities shall be entitled to receive the distributions set forth
in this Section 9.01.
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Any such further election to purchase the Securities and to treat
such Securities as outstanding shall be made by the Residual Majority
by written notice of such further election delivered to the Trustee
no later than the Purchase Election Date. During the period after
which the Trustee has given notice of the Terminating Purchase to the
Securityholders and the Purchase Election Date, the Trustee shall use
all reasonable efforts to obtain surrender of the certificates in
physical form evidencing the Securities, together with such
certificates or documents as may be required to be delivered by the
transferor of a Security pursuant to Section 5.04 of the Standard
Terms. On the Purchase Date, if the Residual Majority has elected to
purchase the outstanding Securities and upon receipt by the Trustee
of such certificates, agreements and/or opinions as may be required
by any transferor or transferee pursuant to Section 5.04 of the
Standard Terms, the Trustee shall execute, and the Security Registrar
shall authenticate and deliver, in the name of the Residual Majority
or its designee, one or more new Regular Securities and Residual
Securities of the Trust in an aggregate principal amount equal to the
aggregate outstanding principal amount of the purchased Securities as
of the date of purchase upon surrender of outstanding certificates
evidencing the Securities, except to the extent that any of such
Securities are in book entry form (in which case the transfer of such
Securities shall be effected as provided in the Trust Agreement for
the book-entry securities).
In connection with the foregoing, and notwithstanding anything else
to the contrary contained in this Section 9.01 or elsewhere in this
Standard Terms or in the Trust Agreements, if the Residual Majority
elects to purchase the Securities upon the surrender of the
outstanding certificates in physical form evidencing the same, then
(i) such purchase shall not result in the payment in full of the
principal of, or the cessation of interest payments on, the
Securities, (ii) neither the respective obligations and
responsibilities of the parties under the Trust Agreement nor the
Trust shall terminate (notwithstanding the deposit of funds in
respect of such purchase in the respective Asset Proceeds Account or
the Termination Account, as the case may be), (iii) the Trustee or
the Custodian, as the case may be, shall not release any of the
Mortgage Loan Files, but shall retain such assets as assets of the
Trust, (iv) neither the Depositor nor the Trust shall be deemed to
have adopted a plan of liquidation pursuant to Section 9.02 of the
Standard Terms, and (v) the Master Servicer thereafter shall not
elect to cause a Terminating Purchase, provided, however, that the
Master Servicer thereafter may elect to cause a Terminating Purchase
if the Master Servicer determines, based upon an Opinion of Counsel,
that the REMIC status of any related REMIC has been lost or that a
substantial risk exists that such REMIC status will be lost for the
then-current taxable year.
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3. This Amendment to Trust Agreement may be executed in two or more
counterparts, each such counterpart when executed and delivered shall be an
original and all such counterparts together shall be one and the same document.
4. This Amendment to Trust Agreement shall be construed in accordance
with and governed by the laws of the Commonwealth of Virginia applicable to
agreements made and to be performed therein.
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IN WITNESS WHEREOF, the Depositor, the Master Servicer, and the Trustee
have caused this Amendment to Trust Agreement to be duly executed by their
respective officers thereunto duly authorized and their respective signatures
duly attested all as of the date first written above.
DYNEX SECURITIES CORPORATION,
formerly known as Saxon Mortgage
Securities Corporation, as Depositor
By:------------------------------------
Name:----------------------------------
Title:---------------------------------
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, assignee of
Ryland Mortgage Company, as
Master Servicer
By:------------------------------------
Name:----------------------------------
Title:---------------------------------
CHASE BANK OF
TEXAS, N.A.,
formerly known as
Texas Commerce
Bank National
Association, not
in its individual
capacity, but
solely in its
capacity as
Trustee under the
Trust Agreement
By:------------------------------------
Name:----------------------------------
Title:---------------------------------
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<PAGE>
By its execution hereof, each of the undersigned holders of the Class R
Securities (being all of the holders of Securities of such Class) hereby
consents to the terms hereof as of the ___ day of February, 1998.
DYNEX CAPITAL, INC.
By:----------------------------
Name:--------------------------
Title:-------------------------
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<PAGE>
COMMONWEALTH OF VIRGINIA )
) ss.
COUNTY OF HENRICO )
The foregoing instrument was acknowledged before me in the County of
Henrico, Virginia this ____ day of February, 1998, by--------------------------,
- ------------------------------------ of Dynex Securities Corporation, a Virginia
corporation, on behalf of the corporation.
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Notary Public
My Commission expires:
STATE OF MARYLAND )
) ss.
CITY OF COLUMBIA )
The foregoing instrument was acknowledged before me in the City of
Columbia, Maryland this ____ day of February, 1998, by------------------------,
- -----------------------------------------------------of Norwest Bank Minnesota,
National Association, a national banking association, on behalf of the
association.
- ------------------------------------------
Notary Public
My Commission expires:
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STATE OF TEXAS )
) ss.
CITY/COUNTY OF----------------------- )
The foregoing instrument was acknowledged before me in the City/County
of _____________, Texas, this ___ day of February, 1998, by-------------------,
as ----------------------------------------------------------- of Chase Bank of
Texas, N.A., a Texas banking corporation, on behalf of the corporation.
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Notary Public
My Commission expires:
COMMONWEALTH OF VIRGINIA )
) ss.
COUNTY OF HENRICO )
The foregoing instrument was acknowledged before me in the County of
Henrico, Virginia this ____ day of February, 1998, by Lisa Cooke, as a Vice
President of Dynex Capital, Inc., a Virginia corporation, on behalf of the
corporation.
- ------------------------------------------
Notary Public
My Commission expires:
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