EXHIBIT (A)(1)(D)
Published on May 7, 2001
Exhibit (a)(1)(D)
DYNEX CAPITAL, INC.
OFFER TO PURCHASE FOR CASH UP TO:
500,000 SHARES OF SERIES A PREFERRED STOCK AT $12.24 PER SHARE
730,250 SHARES OF SERIES B PREFERRED STOCK AT $12.50 PER SHARE
702,700 SHARES OF SERIES C PREFERRED STOCK AT $15.30 PER SHARE
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON FRIDAY, JUNE 8, 2001 UNLESS THE OFFER IS EXTENDED.
May 7, 2001
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
Dynex Capital, Inc., a Virginia corporation ("Dynex"), is offering to
purchase for cash up to 500,000 shares of its Series A Preferred Stock at a
purchase price of $12.24 per share, 730,250 shares of its Series B Preferred
Stock at a purchase price of $12.50 per share, and 702,700 shares of its Series
C Preferred Stock at $15.30 per share, net to the seller in cash, without
interest, upon the terms and subject to the conditions set forth in its Offer to
Purchase, dated May 7, 2001 (the "Offer to Purchase"), and in the related Letter
of Transmittal which, as amended and supplemented from time to time, together
constitute the "Offer." We are asking you to contact your clients for whom you
hold shares of Dynex Preferred Stock registered in your name (or in the name of
your nominee) or who hold such shares registered in their own name. Please bring
the Offer to their attention as promptly as possible.
All shares properly tendered at or before the "Expiration Date" (as
defined in Section 1 of the Offer to Purchase), and not properly withdrawn, will
be purchased by Dynex, net to the seller in cash, without interest, upon the
terms and subject to the conditions of the Offer, including the proration
provisions thereof. See Section 1 of the Offer to Purchase. Shares not purchased
because of proration will be returned at Dynex's expense to the stockholders who
tendered such shares promptly after the Expiration Date. Dynex reserves the
right, in its sole discretion, to purchase any and all of the excess shares
tendered so long as the excess number accepted by Dynex does not exceed two
percent (2%) of the issued and outstanding shares of such series of Preferred
Stock.
If, proration of tendered shares of a series is required, Dynex will
determine the proration factor as soon as practicable following the Expiration
Date. Proration for each stockholder tendering shares of a series shall be based
on the ratio of the number of shares of a series properly tendered and not
properly withdrawn by such stockholder to the total number of shares of a series
properly tendered and not properly withdrawn by all stockholders of a series.
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE
SECTION 6 OF THE OFFER TO PURCHASE.
For your information and for forwarding to those of your clients for
whom you hold shares registered in your name or in the name of your nominee, we
are enclosing the following documents:
1. The Offer to Purchase dated May 7, 2001;
2. Letter to Clients to send to your clients for whose accounts
you hold shares registered in your name or in the name of your
nominee, with space provided for obtaining such clients'
instructions with regard to the Offer;
3. Letter of Transmittal for your use and for the information
of your clients (together with accompanying instructions and
Substitute Form W-9);
4. Notice of Guaranteed Delivery to be used to accept the Offer
if the share certificates and all other required documents
cannot be delivered to the Depositary before the Expiration
Date or if the procedure for book-entry transfer cannot be
completed on a timely basis or time will not permit all the
required documents to reach the Depositary before 5:00 p.m.,
New York City time, on Friday, June 8, 2001; and
5. Guidelines of the Internal Revenue Service for Certification
of Taxpayer Identification Number on Substitute Form W-9.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER, PRORATION PERIOD AND
WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, JUNE
8, 2001, UNLESS THE OFFER IS EXTENDED.
No fees or commissions will be payable to brokers, dealers, commercial
banks, trust companies or any person for soliciting tenders of shares under the
Offer other than fees paid to the Information Agent, as described in the Offer
to Purchase. Dynex will, however, upon request, reimburse you for customary
mailing and handling expenses incurred by you in forwarding any of the enclosed
materials to the beneficial owners of shares held by you as a nominee or in a
fiduciary capacity. Dynex will pay or cause to be paid any stock transfer taxes
applicable to its purchase of shares, except as otherwise provided in the Offer
to Purchase and Letter of Transmittal.
Your communications to stockholders with respect to the Offer will
constitute your representation to Dynex that: (i) in connection with such
communications you have complied with the applicable requirements of the
Securities Exchange Act of 1934, as amended, and the applicable rules and
regulations thereunder; (ii) if you are a foreign broker or dealer, you have
conformed to the Rules of Fair Practice of the National Association of
Securities Dealers, Inc. in making such communications; and (iii) in connection
with such communications you have not used any offering materials other than
those furnished by Dynex.
In order to take advantage of the Offer, a properly completed and duly
executed Letter of Transmittal, or a manually signed facsimile thereof,
including any required signature guarantees and any other required documents
should be sent to the Depositary with either a certificate or certificates
representing the tendered shares or confirmation of their book-entry transfer
all in accordance with the instructions set forth in the Letter of Transmittal
and the Offer to Purchase.
Holders of shares whose certificate(s) for such shares are not
immediately available or who cannot deliver such certificate(s) and all other
required documents to the Depositary or who cannot complete the procedures for
book-entry transfer before the Expiration Date must tender their shares
according to the procedure for guaranteed delivery set forth in Section 3 of the
Offer to Purchase.
The Offer is not being made to (nor will tenders be accepted from or on
behalf of) holders of shares residing in any jurisdiction in which the making of
the Offer or the acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction.
Any inquiries you may have with respect to the Offer should be addressed to
MacKenzie Partners, Inc. at the address and telephone number set forth on the
back cover page of the Offer to Purchase. Additional copies of the enclosed
material may be obtained from MacKenzie Partners, Inc., telephone number: (800)
322-2885.
Very truly yours,
DYNEX CAPITAL, INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON AS AN AGENT OF DYNEX, THE INFORMATION AGENT OR THE DEPOSITARY
OR ANY AFFILIATE OF THE FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE
ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH
THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS
CONTAINED THEREIN.