UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
(mark one)
[ X ] Annual Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 1998
[ ] Transition Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934
Commission File No. 0-20552
DYNEX SECURITIES CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 52-1739975
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
10900 Nuckols Road, 3rd Floor, Glen Allen, Virginia 23060
(Address or principal executive offices) (Zip Code)
Registrant's telephone number, including area code (804) 217-5800
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
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 90 days. Yes XX No___
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]
Aggregate market value of voting stock held by nonaffiliates of the
registrant as of the latest practicable date, February 28, 1999: NONE
As of February 28, 1999, 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 Instruction
I(1)(a) and (b) of Form 10-K and, therefore, is furnishing the abbreviated
narrative disclosure specified in Paragraph (2) of General Instruction I.
<PAGE>
DYNEX SECURITIES CORPORATION
1998 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
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Page Number
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PART I.
Item 1. Business 3
Item 2. Properties 4
Item 3. Legal Proceedings 4
Item 4. Submission of Matters to a Vote of Security Holders 4
PART II.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters 4
Item 6. Selected Financial Data 4
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations 4
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 4
Item 8. Financial Statements and Supplementary Data 4
Item 9. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure 7
PART III.
Item 10. Directors and Executive Officers of the Registrant 7
Item 11. Executive Compensation 7
Item 12. Security Ownership of Certain Beneficial Owners and Management 7
Item 13. Certain Relationships and Related Transactions 7
PART IV.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 7
SIGNATURES 14
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<PAGE>
PART I
Item 1. Business
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 an affiliate of Dynex Capital, Inc., formerly Resource Mortgage Capital,
Inc.
The Company was organized to facilitate the securitization of mortgage
loans through the issuance and sale of collateralized bonds ("Bonds") and
certificates of participation ("Mortgage Securities"). The Bonds will be issued
pursuant to an indenture or indentures and will be secured by securities backed
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.
From the date of its inception to December 31, 1998, the Company has issued
30 series of Mortgage Securities on behalf of SMFC totaling $6.7 billion and has
not issued any series of Bonds. During 1998 and 1997, the Company issued no
Mortgage Securities on behalf of SMFC.
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.
At December 31, 1998, the Company had $1.4 billion of securities remaining
for issuance under a registration statement filed with the Securities and
Exchange Commission in October 1994. Securities sold through private placements
by the Company do not reduce the amount available under the shelf registration
statements.
Substantially all classes of Mortgage Securities issued, except for those
sold in a private placement, have been rated in the two highest categories (i.e.
AA or AAA) by one or more nationally recognized statistical rating agencies. The
Company anticipates issuing additional Mortgage Securities and Bonds in the
future.
The Company competes in a national market with other private conduits,
thrift institutions, and financial firms. Economic conditions, interest rates,
regulatory changes and market dynamics all influence the mortgage securities
market.
<PAGE>
Item 2. Properties
The Company has no physical properties.
Item 3. Legal Proceedings
None.
Item 4. Submission of Matters to a Vote of Security Holders
Information in response to this Item is omitted pursuant to General
Instruction I.
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
All of the Company's outstanding common stock is owned by DHI. Accordingly,
there is no market for its common stock. The Company has paid no dividends with
respect to its common stock.
Item 6. Selected Financial Data
Information in response to this Item is omitted pursuant to General
Instruction I. (See Item 7)
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
None.
Since inception, the Company has used its shelf registration statements to
issue Mortgage Securities on behalf of SMFC. The Mortgage Securities and the
related mortgage collateral are excluded from the financial statements of the
Company since the issuance of these Mortgage Securities has been accounted for
as sales of the associated collateral in accordance with generally accepted
accounting principles. All fees and related expenses in connection with issuance
and administrative services related to the Mortgage Securities are recorded in
the financial statements of SMFC.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
None.
Item 8. Financial Statements and Supplementary Data
AUDITED FINANCIAL STATEMENTS
DYNEX SECURITIES CORPORATION
December 31, 1998 and 1997
Independent Auditors' Report for the year ended December 31, 1998.............5
Independent Auditors' Report for the year ended December 31, 1997.............6
Balance Sheets................................................................7
Notes to Balance Sheets.......................................................7
<PAGE>
Independent Auditors' Report
Board of Directors
Dynex Securities Corporation:
We have audited the accompanying balance sheet of Dynex Securities
Corporation (a wholly-owned subsidiary of Dynex Holding, Inc.), as of December
31, 1998. This financial statement is the responsibility of the Company's
management. Our responsibility is to express an opinion on this financial
statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the balance sheet is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the balance sheet. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall balance sheet presentation. We
believe that our audit provides a reasonable basis for our opinion.
In our opinion, the balance sheet referred to above presents fairly, in all
material respects, the financial position of Dynex Securities Corporation as of
December 31, 1998 in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Richmond, Virginia
March 26, 1999
<PAGE>
Independent Auditors' Report
The Board of Directors
Dynex Securities Corporation:
We have audited the accompanying balance sheet of Dynex Securities Corporation
(a wholly-owned subsidiary of Dynex Holding, Inc.), as of December 31, 1997.
This financial statement is the responsibility of the Company's management. Our
responsibility is to express an opinion on this financial statement based on our
audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the balance sheet is free of material misstatement. An
audit of the balance sheet includes examining, on a test basis, evidence
supporting the amounts and disclosures in that balance sheet. An audit of a
balance sheet also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
balance sheet presentation. We believe that our audit provides a reasonable
basis for our opinion.
In our opinion, the balance sheet referred to above presents fairly, in all
material respects, the financial position of Dynex Securities Corporation as of
December 31, 1997 in conformity with generally accepted accounting principles.
KPMG LLP
March 24, 1998
<PAGE>
DYNEX SECURITIES CORPORATION
BALANCE SHEETS
December 31, 1998 and 1997
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1998 1997
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ASSETS
Cash $ 10,000 $ 10,000
=========== ===========
STOCKHOLDER'S EQUITY
Common Stock, no par value;
10,000 shares authorized, issued and outstanding $ 10,000 $ 10,000
=========== ===========
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See accompanying notes to the financial statements.
NOTES TO BALANCE SHEETS
December 31, 1998 and 1997
NOTE 1 - FORMATION OF THE COMPANY
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 an affiliate of Dynex Capital, Inc., formerly Resource Mortgage Capital,
Inc. The Company was organized to facilitate the securitization of mortgage
loans through the issuance and sale of certificates of participation ("Mortgage
Securities") and collateralized mortgage obligations ("Bonds").
The Mortgage Securities and the related mortgage collateral are excluded
from the financial statements of the Company since the issuance of these
Mortgage Securities has been accounted for as a sale of the associated mortgage
collateral in accordance with generally accepted accounting principles.
Accordingly, the statements of earnings, retained earnings and cash flows for
the years ended December 31, 1998, 1997 and 1996 have not been provided.
NOTE 2 - SECURITIES ISSUANCES
The Company uses its shelf registration statements to issue securities on
behalf of other companies. For the year ended December 31, 1998, the Company
issued no Mortgage Securities on behalf of DHI. The Company did not issue any
Bonds in 1998, 1997 or 1996. The outstanding aggregate principal balance at
December 31, 1998 and 1997 of securities issued by the Company was $1.9 billion
and $2.9 billion, respectively. These securities were secured by mortgage
collateral with an outstanding aggregate principal balance of $1.9 billion and
$2.9 billion at December 31, 1998 and 1997, respectively.
At December 31, 1998, the Company had $1.4 billion remaining for issuance
under registration statements filed with the Securities and Exchange Commission.
All fees and expenses related to issuance and administrative services for
securities issued under the Company's shelf registration statements are recorded
in the financial statements of SMFC.
<PAGE>
Item 9. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure
On July 21, 1998, the Audit Committee of Dynex Capital, Inc. approved the
appointment of the accounting firm of Deloitte & Touche LLP ("D&T") as the
independent accountants for the year ending December 31, 1998 to replace KPMG
Peat Marwick LLP ("KPMG"), who were dismissed as the independent accountants
effective with such appointment.
The report of KPMG on the Company's balance sheets for each of the two
years ended December 31, 1997 and 1996 did not contain an adverse opinion or a
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.
In connection with the audits of the Company's balance sheets for the two
years ended December 31, 1997 and 1996, and through July 21, 1998, there have
been no disagreements between the Company and KPMG on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope and
procedures which, if not resolved to the satisfaction of KPMG, would have caused
them to make reference thereto in their report on the balance sheets for such
years.
During the two years ended December 31, 1997 and 1996, and through July 21,
1998, the Company had not consulted with D&T regarding either (i) the
application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on
the Company's financial statements, and either a written report was provided to
the Company or oral advice was provided that D&T concluded was an important
factor considered by the Company in reaching a decision as to the accounting,
auditing or financial reporting issue; or (ii) any matter that was either the
subject of a disagreement, as that term is defined in Item 304 (a) (1) (iv) of
Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a
reportable event, as that term is defined in Item 304 (a) (1) (v) of Regulation
S-K.
PART III
Item 10. Directors and Executive Officers of the Registrant
Information in response to this Item is omitted pursuant to General
Instruction I.
Item 11. Executive Compensation
Information in response to this Item is omitted pursuant to General
Instruction I.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information in response to this Item is omitted pursuant to General
Instruction I.
Item 13. Certain Relationships and Related Transactions
Information in response to this Item is omitted pursuant to General
Instruction I.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Financial Statements - see Item 8
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
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
(Registrant)
March 31, 1999 By: /s/ Lynn K. Geurin
Lynn K. Geurin
President
(Principal Executive Officer)
March 31, 1999 By: /s/ Stephen J. Benedetti
Stephen J. Benedetti
Treasurer and Chief Financial Officer
(Principal Accounting Officer)
Pursuant to the requirements of the Securities and Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Capacity Date
/s/ Lynn K. Geurin Director March 31, 1999
Lynn K. Geurin
/s/ C. M. Bachtell Director March 31, 1999
C. M. Bachtell
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered Page
<S> <C> <C>
23.1 Consent of DELOITTE & TOUCHE LLP I
23.2 Consent of KPMG LLP II
</TABLE>
Exhibit 23.1
Consent of Independent Auditors
The Board of Directors
Dynex Securities Corporation
We consent to the incorporation by reference in the registration statement
(No. 33-84846) of Dynex Securities Corporation on Form S-3 of our report dated
March 26, 1999, appearing in this Annual Report on Form 10-K of Dynex Securities
Corporation for the year ended December 31, 1998.
DELOITTE & TOUCHE LLP
Richmond, Virginia
March 31, 1999
Exhibit 23.2
Consent of Independent Auditors
The Board of Directors
Dynex Securities Corporation:
We consent to incorporation by reference in the Registration Statement No.
33-84846 of Dynex Securities Corporation on Form S-3 of our report dated March
24, 1998 relating to the balance sheet of Dynex Securities Corporation as of
December 31, 1997, which report appears in the December 31, 1998 Form 10-K of
Dynex Securities Corporation.
KPMG LLP
Richmond, Virginia
March 31, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000889472
<NAME> Dynex Securities Corp.
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-1-1998
<PERIOD-END> DEC-31-1998
<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>
<F1> The Company's balance sheet is unclassified.
</FN>
</TABLE>
