===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|X| Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the quarter ended June 30, 1998
|_| Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Commission file number 0-20552
DYNEX SECURITIES CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 52-1739975
(State or other jurisdiction (I.R.S.Employer Identification No.)
of incorporation)
10900 Nuckols Road, 3rd Floor, Glen Allen, Virginia 23060
(Address of principal executive offices) (Zip Code)
(804) 217-5800
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past ninety days. |X| Yes |_| No
As of July 31, 1998, the latest practicable date, there were 10,000 shares
of Dynex Securities Corporation common stock outstanding.
The registrant meets the conditions set forth in General Instructions
H(1)(a) and (b) of Form 10-Q and is therefore filing this Form 10-Q with the
reduced disclosure format.
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<PAGE>
DYNEX SECURITIES CORPORATION
FORM 10-Q
INDEX
<TABLE>
<CAPTION>
Page Number
PART I. FINANCIAL INFORMATION
<S> <C> <C> <C>
Item 1. Financial Statements
Balance Sheets at June 30, 1998 and
December 31, 1997 3
Notes to Unaudited Financial Statements 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 5
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 6
Item 5. Other Information 6
Item 6. Exhibits and Reports on Form 8-K 6
SIGNATURES 12
</TABLE>
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
DYNEX SECURITIES CORPORATION
BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
---------------- ----------------
<S> <C> <C>
ASSETS
Cash $ $ 10
10
=========== ===========
SHAREHOLDER'S EQUITY
Common stock, no par value;
10,000 shares authorized, issued and outstanding $ $ 10
10
=========== ===========
<FN>
See notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>
DYNEX SECURITIES CORPORATION
NOTES TO UNAUDITED FINANCIAL STATEMENTS
June 30, 1998
NOTE 1 -- CONDENSED FINANCIAL STATEMENTS
The accompanying consolidated financial statements have been prepared in
accordance with the instructions to Form 10-Q and do not include all of the
information and notes required by generally accepted accounting principles for
complete financial statements. The financial statements include the accounts of
Dynex Securities Corporation (the Company). The Company is a wholly-owned
subsidiary Dynex Holding, Inc. (DHI). The Company was organized to facilitate
the securitization of mortgage loans through the issuance and sale of
certificates of participation (Mortgage Securities) and collateralized bonds
(Bonds).
In the opinion of management, all adjustments considered necessary to
present fairly the financial position for the periods presented have been made.
The Balance Sheet as of June 30, 1998 is unaudited. The Balance Sheet at
December 31, 1997 has been taken from the audited financial statements as of
that date. The Mortgage Securities, Bonds and the related collateral are
excluded from the financial statements of the Company since the issuance of
these Mortgage Securities and Bonds had been accounted for by the Company's
previous parent, SMFC Funding Corporation, as a sale of the associated
collateral in accordance with generally accepted accounting principles.
Accordingly, the statements of operations, shareholder's equity and cash flows
for the three and six months ended June 30, 1998 and 1997 have not been
provided. For further information, refer to the audited balance sheet and
footnotes included in the Company's Form 10-K for the year ended December 31,
1997.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Dynex Securities Corporation (the Company), was incorporated in Virginia on
July 8, 1992 as a wholly-owned, limited-purpose financing subsidiary of SMFC
Funding Corporation, a Virginia corporation (SMFC). On January 1, 1997, SMFC
dividended all of the outstanding stock of the Company, represented by 10,000
shares of Common Stock, to Dynex Holding, Inc. (DHI), an affiliate company. DHI
is consolidated with Dynex Capital, Inc. for financial reporting purposes.
The Company was organized to facilitate the securitization of mortgage
loans through the issuance and sale of collateralized bonds (the Bonds) and
certificates of participation (Mortgage Securities). The Bonds will be issued
pursuant to an indenture or indentures and will be secured by one or more of the
following: mortgage loans, Federal National Mortgage Association Mortgage-Backed
Certificates, insurance policies, and various accounts and funds (collectively,
the Collateral). The Collateral for a series of Bonds will be pledged to a
trustee. The Mortgage Securities will represent a percentage interest in a pool
of Collateral purchased by a trust established by the Company.
After payment of the expenses of an offering and certain administrative
expenses, the net proceeds from an offering of Bonds or Mortgage Securities will
be used to purchase Collateral from DHI, the Company (in the case of Mortgage
Securities issued by a trust) or various third parties. DHI, its affiliates and
the Company can be expected to use the proceeds received from the sale of the
Collateral to reduce indebtedness incurred to obtain such loans or to acquire
additional Collateral.
After the issuance of a series of Bonds, the Company may sell the
Collateral securing that series of Bonds, subject to the lien of the Bonds.
The Mortgage Securities and Bonds and the related Collateral are excluded
from the financial statements of the Company since the issuance of these
Mortgage Securities and Bonds has been accounted for by SMFC as a sale of the
associated Collateral in accordance with generally accepted accounting
principles.
During the six months ended June 30, 1998, the Company issued no Mortgage
Securities or Bonds on behalf of DHI.
At June 30, 1998, the Company had securities of $1.4 billion remaining for
issuance under a registration statement filed with the Securities and Exchange
Commission. Securities sold through private placements by the Company do not
reduce the amount available under the shelf registration statements.
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings:
None.
Item 5. Other Information:
None.
Item 6. Exhibits and Reports on Form 8-K:
(a) Exhibits
3.1 Articles of Incorporation of the Registrant (Incorporated herein by
reference to the Exhibits to Registrant's Registration Statement No. 33-49520 on
Form S-11 filed July 10, 1992).
3.2 By-Laws of the Registrant (Incorporated herein by reference to the
Exhibits to Registrant's Registration Statement No. 33-49520 on Form S-11 filed
July 10, 1992).
4.1 Form of Trust Agreement dated July 1, 1992, (Incorporated herein by
reference to Exhibits to Registrant's Registration Statement No. 33-49520 on
Form S-11 filed July 10, 1992).
4.2 Standard Terms to Trust Agreement dated July 1, 1992 (Incorporated
herein by reference to the Exhibits to Registrant's Registration Statement No.
33-49520 on Form S-11 filed July 10, 1992).
4.3 Copy of Series 1992-1 Trust Agreement dated as of August 1, 1992, among
Registrant, Ryland Mortgage Company, as Master Servicer, and Texas Commerce Bank
National Association, as Trustee (Incorporated herein by reference to Exhibit to
the Registrant's Current Report on Form 8-K, filed September 4, 1992).
4.4 Copy of Series 1992-2 Trust Agreement dated as of September 1, 1992,
among Registrant, Ryland Mortgage Company, as Master Servicer, and Texas
Commerce Bank National Association, as Trustee (Incorporated herein by reference
to Exhibit to the Registrant's Current Report on Form 8-K, filed October 14,
1992).
4.5 Copy of Series 1992-3 Trust Agreement dated as of October 1, 1992,
among Registrant, Ryland Mortgage Company, as Master Servicer, and Texas
Commerce Bank National Association, as Trustee (Incorporated herein by reference
to Exhibit to the Registrant's Current Report on Form 8-K, filed November 6,
1992).
4.6 Copy of Series 1992-4 Trust Agreement dated as of November 1, 1992,
among Registrant, Ryland Mortgage Company, as Master Servicer, and Texas
Commerce Bank National Association, as Trustee (Incorporated herein by reference
to Exhibit to the Registrant's Current Report on Form 8-K, filed December 7,
1992).
4.7 Copy of Series 1992-6 Trust Agreement dated as of December 1, 1992,
among Registrant, Ryland Mortgage Company, as Master Servicer, and Texas
Commerce Bank National Association, as Trustee (Incorporated herein by reference
to Exhibit to the Registrant's Current Report on Form 8-K, filed January 7,
1993).
4.8 Copy of Series 1993-1 Trust Agreement dated as of January 1, 1993,
among Registrant, Ryland Mortgage Company, as Master Servicer, and Texas
Commerce Bank National Association, as Trustee (Incorporated herein by reference
to Exhibit to the Registrant's Current Report on Form 8-K, filed February 8,
1993).
4.9 Copy of Series 1993-2 Trust Agreement dated as of February 1, 1993,
among Registrant, Ryland Mortgage Company, as Master Servicer, and Texas
Commerce Bank National Association, as Trustee (Incorporated herein by reference
to Exhibit to the Registrant's Current Report on Form 8-K, filed March 9, 1993).
4.10 Copy of Series 1993-3 Trust Agreement dated as of February 1, 1993,
among Registrant, Ryland Mortgage Company, as Master Servicer, and Texas
Commerce Bank National Association, as Trustee (Incorporated herein by reference
to Exhibit to the Registrant's Current Report on Form 8-K, filed March 11,
1993).
4.11 Copy of Series 1993-4 Trust Agreement dated as of May 1, 1993, among
Registrant, Ryland Mortgage Company, as Master Servicer, and Texas Commerce Bank
National Association, as Trustee (Incorporated herein by reference to Exhibit to
the Registrant's Current Report on Form 8-K, filed June 3, 1993).
4.12 Copy of Series 1993-5 Trust Agreement dated as of May 1, 1993, among
Registrant, Ryland Mortgage Company, as Master Servicer, and Texas Commerce Bank
National Association, as Trustee (Incorporated herein by reference to Exhibit to
the Registrant's Current Report on Form 8-K, filed June 7, 1993).
4.13 Copy of Series 1993-6 Trust Agreement dated as of June 1, 1993, among
Registrant, Ryland Mortgage Company, as Master Servicer, and Texas Commerce Bank
National Association, as Trustee (Incorporated herein by reference to Exhibit to
the Registrant's Current Report on Form 8-K, filed July 8, 1993).
4.14 Copy of the Series 1993-7 Trust Agreement dated as of July 1, 1993,
among Registrant, Ryland Mortgage Company, as Master Servicer, and Texas
Commerce Bank National Association, as Trustee (Incorporated herein by reference
to the Exhibits to the Registrant's Current Report on Form 8-K, filed August 6,
1993).
4.15 Copy of the Series 1993-8 Trust Agreement dated as of August 1, 1993,
among Registrant, Ryland Mortgage Company, as Master Servicer, and Texas
Commerce Bank National Association, as Trustee (Incorporated herein by reference
to the Exhibits to the Registrant's Current Report on Form 8-K, filed September
3, 1993).
4.16 Standard Terms to Trust Agreement, dated August 1, 1993 (Incorporated
herein by reference to the Exhibits to the Registrant's Current Report on Form
8-K, filed September 3, 1993).
4.17 Copy of the Series 1993-9 Trust Agreement dated as of September 1,
1993, among the Registrant, Ryland Mortgage Company, as Master Servicer, and
Texas Commerce Bank National Association, as Trustee (Incorporated herein by
reference to the Exhibits to the Registrant's Current Report on Form 8-K, filed
October 8, 1993).
4.18 Copy of the Series 1993-10 Trust Agreement dated as of October 1,
1993, among the Registrant, Ryland Mortgage Company, as Master Servicer, and
Texas Commerce Bank National Association, as Trustee (Incorporated herein by
reference to the Exhibits to the Registrant's Current Report on Form 8-K, filed
November 1, 1993).
4.19 Copy of the Series 1993-11 Trust Agreement dated as of December 1,
1993, among the Registrant, Ryland Mortgage Company, as Master Servicer, and
Texas Commerce Bank National Association, as Trustee (Incorporated herein by
reference to the Exhibits to the Registrant's Current Report on Form 8-K, filed
January 7, 1994).
4.20 Copy of the Series 1994-1 Trust Agreement dated as of December 1,
1993, among the Registrant, Ryland Mortgage Company, as Master Servicer, and
Texas Commerce Bank National Association, as Trustee (Incorporated herein by
reference to the Exhibits to the Registrant's Current Report on Form 8-K, filed
January 24, 1994).
4.21 Copy of the Series 1994-2 Trust agreement dated as of January 1, 1994,
among the Registrant, Ryland Mortgage Company, as Master Servicer, and Texas
Commerce Bank National Association, as Trustee (Incorporated herein by reference
to the Exhibits to the Registrant's Current Report on form 8-K, filed February
10, 1994).
4.22 Copy of the Series 1994-3 Trust Agreement dated as of February 1,
1994, among the Registrant, Ryland Mortgage Company, as Master Servicer, and
Texas Commerce Bank National Association, as Trustee (Incorporated herein by
reference to the Exhibits to the Registrant's Current Report on Form 8-K, filed
March 3, 1994).
4.23 Copy of the Series 1994-5 Trust Agreement dated as of March 1, 1994,
among the Registrant, Ryland Mortgage Company, as Master Servicer, and Texas
Commerce Bank National Association, as Trustee (Incorporated herein by reference
to the Exhibits to the Registrant's Current Report on Form 8-K, filed April 12,
1994).
4.24 Copy of the Series 1994-4 Trust Agreement dated as of March 1, 1994,
among the Registrant, Ryland Mortgage Company, as Master Servicer, and Texas
Commerce Bank National Association, as Trustee (Incorporated herein by reference
to the Exhibits to the Registrant's Current Report on Form 8-K, filed April 13,
1994).
4.25 Copy of the Series 1994-2 First Amendment to Trust Agreement dated as
of March 15, 1994, among the Registrant, Ryland Mortgage Company, as Master
Servicer, and Texas Commerce Bank National Association, as Trustee (Incorporated
herein by reference to the Exhibits to the Registrant's Current Report on Form
8-K, filed May 5, 1994).
4.26 Copy of the Series 1994-6 Trust Agreement dated as of April 1, 1994,
among the Registrant, Ryland Mortgage Company, as Master Servicer, and Texas
Commerce Bank National Association, as Trustee (Incorporated herein by reference
to the Exhibits to the Registrant's Current Report on Form 8-K, filed May 12,
1994).
4.27 Copy of the Series 1994-4 First Amendment to Trust Agreement dated as
of April 15, 1994, among the Registrant, Ryland Mortgage Company, as Master
Servicer, and Texas Commerce Bank National Association, as Trustee (Incorporated
herein by reference to the Exhibits to the Registrant's Current Report on Form
8-K, filed May 18, 1994).
4.28 Copy of the Series 1994-7 Trust Agreement, dated as of June 1, 1994,
by and among the Registrant, Ryland Mortgage Company, as Master Servicer, and
Texas Commerce Bank National Association, as Trustee (Incorporated herein by
reference to the Exhibits to the Registrant's Current Report on Form 8-K, filed
July 11, 1994).
4.29 Copy of the Series 1994-8 Trust Agreement, dated as of June 1, 1994,
by and among the Registrant, Ryland Mortgage Company, as Master Servicer, and
Texas Commerce Bank National Association, as Trustee (Incorporated herein by
reference to the Exhibits to the Registrant's Current Report on Form 8-K, filed
July 12, 1994).
4.30 Copy of the Series 1994-9 Trust Agreement, dated as of June 1, 1994,
by and among the Registrant, Ryland Mortgage Company, as Master Servicer, and
Texas Commerce Bank National Association, as Trustee (Incorporated herein by
reference to the Exhibits to the Registrant's Current Report on Form 8-K, filed
July 12, 1994).
4.31 Copy of the Series 1994-7 First Amendment to Trust Agreement, dated as
of August 1, 1994, by and among the Registrant, Ryland Mortgage Company, as
Master Servicer, and Texas Commerce Bank National Association, as Trustee
(Incorporated herein by reference to the Exhibits to the Registrant's Current
Report on Form 8-K, filed September 12, 1994).
4.32 Copy of the Series 1994-10 Trust Agreement, dated as of August 1,
1994, by and among the Registrant, Ryland Mortgage Company, as Master Servicer,
and Texas Commerce Bank National Association, as Trustee (Incorporated herein by
reference to the Exhibits to the Registrant's Current Report on Form 8-K, filed
September 13, 1994).
4.33 Standard Terms to Trust Agreement (August 1994 Edition) (Incorporated
herein by reference to the Exhibits to the Registrant's Current Report on Form
8-K, filed September 13, 1994).
4.34 Copy of the Series 1994-2 Second Amendment to Trust Agreement dated as
of September 27, 1994, among the Registrant, Ryland Mortgage Company, as Master
Servicer, and Texas Commerce Bank National Association, as Trustee (Incorporated
herein by reference to the Exhibits to the Registrant's Current Report on Form
8-K, filed October 5, 1994).
4.35 Copy of the Series 1993-10 First Amendment to Trust Agreement, dated
as of October 7, 1994, by and among the Registrant, Ryland Mortgage Company, as
Master Servicer, and Texas Commerce Bank National Association, as Trustee
(Incorporated herein by reference to the Exhibits to the Registrant's Current
Report on Form 8-K, filed October 13, 1994).
4.36 Copy of the Series 1994-11 Trust Agreement, dated as of October 1,
1994, by and among the Registrant, Ryland Mortgage Company, as Master Servicer,
and Texas Commerce Bank National Association, as Trustee (Incorporated herein by
reference to the Exhibits to the Registrant's Current Report on Form 8-K, filed
November 10, 1994).
4.37 Standard Terms to Trust Agreement (Pool Insurance) (October 1994
Edition) (Incorporated herein by reference to the Exhibits to the Registrant's
Current Report on Form 8-K, filed November 10, 1994).
4.38 Copy of the Series 1993-8 First Amendment to Trust Agreement, dated as
of November 1, 1994, by and among the Registrant, Ryland Mortgage Company, as
Master Servicer, and Texas Commerce Bank National Association, as Trustee
(Incorporated herein by reference to the Exhibits to the Registrant's Current
Report on Form 8-K, filed December 15, 1994).
4.39 Copy of the Series 1994-4 Second Amendment to Trust Agreement, dated
as of November 1, 1994, by and among the Registrant, Ryland Mortgage Company, as
Master Servicer, and Texas Commerce Bank National Association, as Trustee
(Incorporated herein by reference to the Exhibits to the Registrant's Current
Report on Form 8-K, filed December 15, 1994).
4.40 Copy of the Series 1994-12 Trust Agreement, dated as of December 1,
1994, by and among the Registrant, Ryland Mortgage Company, as Master Servicer,
and Texas Commerce Bank National Association, as Trustee (Incorporated herein by
reference to the Exhibits to the Registrant's Current Report on Form 8-K, filed
January 11, 1995).
4.41 Copy of the Series 1994-12 Trust Agreement, dated as of December 1,
1994, by and among the Registrant, Ryland Mortgage Company, as Master Servicer,
and Texas Commerce Bank National Association, as Trustee (Incorporated herein by
reference to the Exhibits to the Registrant's Current Report on Form 8-K, filed
January 13, 1995).
4.42 Copy of the Series 1995-1 Trust Agreement, dated as of March 1, 1995,
by and among the Registrant, Ryland Mortgage Company, as Master Servicer, and
Texas Commerce Bank National Association, as Trustee (Incorporated herein by
reference to the Exhibits to the Registrant's Current Report on Form 8-K, filed
April 7, 1995).
4.43 Copy of the September 1995 Edition of Standard Terms to Trust
Agreement (with Servicing Agreement for Credit Sensitive Loans) (Incorporated
herein by reference to the Exhibits to the Registrant's Current Report on Form
8-K, filed October 12, 1995).
4.44 Copy of the Series 1995-2 Trust Agreement, dated as of September 1,
1995, by and among the Registrant, Resource Mortgage Capital, Inc., as Master
Servicer, and Texas Commerce Bank National Association, as Trustee (Incorporated
herein by reference to the Exhibits to the Registrant's Current Report on Form
8-K, filed October 12, 1995).
4.45 Copy of the Series 1992-1 First Amendment to Trust Agreement, dated as
of December 1, 1995, by and among the Registrant, Norwest Bank Minnesota, N.A.,
as Master Servicer, and Texas Commerce Bank National Association, as Trustee
(Incorporated herein by reference to the Exhibits to the Registrant's Current
Report on Form 8-K, filed January 11, 1996).
4.46 Copy of the Series 1992-2 First Amendment to Trust Agreement, dated as
of December 1, 1995, by and among the Registrant, Norwest Bank Minnesota, N.A.,
as Master Servicer, and Texas Commerce Bank National Association, as Trustee
(Incorporated herein by reference to the Exhibits to the Registrant's Current
Report on Form 8-K filed January 11, 1996).
4.47 Copy of the Series 1992-3 First Amendment to Trust Agreement, dated as
of December 1, 1995, by and among the Registrant, Norwest Bank Minnesota, N.A.,
as Master Servicer, and Texas Commerce Bank National Association, as Trustee
(Incorporated herein by reference to the Exhibits to the Registrant's Current
Report on Form 8-K, filed January 11, 1996).
4.48 Copy of the Series 1992-4 First Amendment to Trust Agreement, dated as
of December 1, 1995, by and among the Registrant, Norwest Bank Minnesota, N.A.,
as Master Servicer, and Texas Commerce Bank National Association, as trustee
(Incorporated herein by reference to the Exhibits to the Registrant's Current
Report on Form 8-K, filed January 11, 1996).
4.49 Copy of the Series 1992-1 Second Amendment to Trust Agreement, dated
as of February 1, 1998, by and amount the Registrant, Norwest Bank Minnesota,
N.A., as Master Servicer and Chase Bank of Texas, N.A., as Trustee, amending the
Trust Agreement, dated August 1, 1992, relating to the Registrant's Mortgage
Participation Securities, Series 1992-1.
99.1 Standard Provisions to Servicing Agreement (November 1989 Edition)
(Incorporated herein by reference to the Exhibits to Registrant's Registration
Statement No. 33-49520 on Form S-11 filed July 10, 1992).
99.2 Form of Pool Insurance Policy issued by PMI Mortgage Insurance Company
(Incorporated herein by reference to the Exhibits to Registrant's Registration
Statement No. 33-49520 on Form S-11 filed July 10, 1992).
99.3 Form of Pool Insurance Policy issued by General Electric Mortgage
Insurance Company (Incorporated herein by reference to the Exhibits to
Registrant's Registration Statement No. 33-49520 on Form S-11 filed July 10,
1992).
99.4 Standard Provisions to Servicing Agreement (December 1992 Edition)
(Incorporated herein by reference to the Exhibits to Registrant's Registration
Statement No. 33-57204 on Form S-11 filed January 21, 1993).
99.5 Copy of the Support Fund Agreement, dated as of June 29, 1994 between
Texas Commerce Bank National Association, as Trustee, and Texas Commerce Bank
National Association, as Custodian (Incorporated herein by reference to Exhibit
to the Registrant's Current Report on Form 8-K, filed July 11, 1994).
99.6 Copy of the Support Fund Agreement, dated as of October 27, 1994 by
and between SHF Corp. and Texas Commerce Bank National Association, as Support
Fund Trustee (Incorporated herein by reference to Exhibit to the Registrant's
Current Report on Form 8-K, filed November 10, 1994).
99.7 Copy of Financial Guaranty Insurance Policy No. 50304-N issued by
Financial Security Assurance Inc., dated June 29, 1994, with respect to the
Series 1994-7 Securities (Incorporated herein by reference to Exhibit to the
Registrant's Current Report on Form 10-K, filed March 21, 1995).
99.8 Copy of Financial Guaranty Insurance Policy No. 50306-N issued by
Financial Security Assurance Inc., dated June 28, 1994, with respect to the
Series 1994-9 Securities (Incorporated herein by reference to Exhibit to the
Registrant's Current Report on Form 10-K, filed March 21, 1995).
99.9 Copy of Financial Guaranty Insurance Policy No. 50326-N issued by
Financial Security Assurance Inc., dated October 27, 1994, with respect to the
Series 1994-11 Securities (Incorporated herein by reference to Exhibit to the
Registrant's Current Report on Form 10-K, filed March 21, 1995).
99.10 Copy of Security Insurance Policy No. 94010674 issued by Financial
Guaranty Insurance Company, dated December 28, 1994, with respect to the Series
1994-12 Securities (Incorporated herein by reference to Exhibit to the
Registrant's Current Report on Form 10-K, filed March 21, 1995).
99.11 Copy of Financial Guaranty Insurance Policy No. 50360-N issued by
Financial Security Assurance Inc., dated March 29, 1995, with respect to the
Series 1995-1 Securities (Incorporated herein by reference to Exhibit to the
Registrant's Current Report on Form 8-K, filed April 7, 1995).
99.12 Copy of Financial Security Insurance Policy No. 50398A-N issued by
Financial Security Assurance Inc., together with Endorsements, relating to the
Series 1995-2 Class 1A-2 Securities (Incorporated herein by reference to Exhibit
to the Registrant's Current Report on Form 8-K, filed October 12, 1995).
99.13 Copy of Financial Security Insurance Policy No. 50398A-N issued by
Financial Security Assurance Inc., together with Endorsements, relating to the
Series 1995-2 Class 1A-3 Securities (Incorporated herein by reference to Exhibit
to the Registrant's Current Report on Form 8-K, filed October 12, 1995).
99.14 Copy of the Meritech Servicing Agreement dated September 1, 1995
(Incorporated herein by reference to Exhibit to the Registrant's Current Report
on Form 8-K, filed October 12, 1995).
99.15 Copy of the Standard Terms to Meritech Servicing Agreement for Saxon
Mortgage Securities Corporation, September 1995 Edition (Incorporated herein by
reference to Exhibit to the Registrant's Current Report on Form 8-K, filed
October 12, 1995).
99.16 Copy of the Saxon Mortgage, Inc. Servicing Guide for Credit Sensitive
Loans, February 1995 Edition (Incorporated herein by reference to Exhibit to the
Registrant's Current Report on Form 8-K, filed October 12, 1995).
(b) Reports on Form 8-K
None.
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 thereunto duly authorized.
DYNEX SECURITIES CORPORATION
By: /s/ Lynn K. Geurin
Lynn K. Geurin
(Principal Executive Officer)
/s/ Stephen J. Benedetti
Stephen J. Benedetti
(Principal Financial & Accounting Officer)
Dated: August 14, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-mos
<FISCAL-YEAR-END> Dec-31-1998
<PERIOD-START> Apr-01-1998
<PERIOD-END> Jun-30-1998
<CASH> 10
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0 <F1>
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 10
<CURRENT-LIABILITIES> 0 <F1>
<BONDS> 0
0
0
<COMMON> 10
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 10
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
The Company's balanace sheet is unclassified.
</FN>
</TABLE>
