DYNEX SECURITIES CORP
10-Q, 2000-05-15
ASSET-BACKED SECURITIES
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                                                   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 March 31, 2000

         |_|      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 orother jurisdiction ofincorporation) (I.R.S.Employer Identification No.)

     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 April 30, 2000, 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.


                                            DYNEX SECURITIES CORPORATION
                                                     FORM 10-Q
                                                       INDEX

<TABLE>
<CAPTION>
<S>                 <C>                                                              <C>

                                                                                     Page Number
PART I.           FINANCIAL INFORMATION

Item 1.           Financial Statements
                      Balance Sheets at March 31, 2000 and
                      December 31, 1999                                                 3

                      Notes to Unaudited Financial Statements                           4

Item 2.           Management's Discussion and Analysis of
                      Financial Condition and Results of Operations                     5

Item 3.           Quantitative and Qualitative Disclosure about Market Risk             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
</TABLE>

SIGNATURES

PART I.       FINANCIAL INFORMATION

Item 1.       Financial Statements

DYNEX SECURITIES CORPORATION
BALANCE SHEETS
<TABLE>
<CAPTION>
<S>                                                                        <C>            <C>

                                                                       March 31,          December 31,
                                                                         2000                   1999
                                                                    ----------------      -----------------
ASSETS
Cash                                                                 $ 10,000               $ 10,000
                                                                 ===================    ===================

SHAREHOLDER'S EQUITY
Common Stock, no par value;
     10,000 shares authorized, issued and outstanding                $ 10,000               $ 10,000
                                                                 ===================    ===================
<FN>

See accompanying notes to the balance sheets.
</FN>
</TABLE>

DYNEX SECURITIES CORPORATION
NOTES TO UNAUDITED FINANCIAL STATEMENTS
March 31, 2000


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  of 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").  The most  recent  securitization  of  mortgage  loans by the Company
occurred in September  1995,  when the Company was a subsidiary  of SMFC Funding
Corporation ("SMFC"), now an affiliate.

     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 March 31,  2000 is  unaudited.  The  Balance  Sheet at
December  31, 1999 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, 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 months ended March
31, 2000 and 1999 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, 1999.



     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 an affiliate of Dynex Capital, Inc.

     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 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.

     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 three  months  ended  March 31,  2000,  the  Company  issued no
Mortgage Securities or Bonds on behalf of DHI. The most recent securitization of
mortgage loans by the Company occurred in September 1995, when the Company was a
subsidiary of SMFC, now an affiliate.

     At March 31, 2000, 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.

Item 3.    Quantitative and Qualitative Disclosures about Market Risk

None.



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/ William H West, Jr.
                              William H. West, Jr.
                              Executive Vice President
                              (Principal Executive Officer)





                              /s/ Stephen Benedetti
                             Stephen Benedetti
                             Treasurer
                             (Principal Financial & Accounting Officer)






Dated:  May 15, 2000

<TABLE> <S> <C>


<ARTICLE>                     5
<MULTIPLIER>                  1,000



<S>                          <C>

<PERIOD-TYPE>                 3-mos
<FISCAL-YEAR-END>             Dec-31-2000
<PERIOD-START>                Jan-01-2000
<PERIOD-END>                  Mar-31-2000
<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-BASIC>                 0.00
<EPS-DILUTED>                 0.00

<FN>
<F1> The company's Balance Sheet is unclassified
</FN>



</TABLE>


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