Published on September 6, 2001
EXHIBIT (a)(1)(C)
NOTICE OF GUARANTEED DELIVERY
FOR
DYNEX CAPITAL, INC.
OFFER TO PURCHASE FOR CASH UP TO:
212,817 SHARES OF SERIES A PREFERRED STOCK AT $16.80 PER SHARE
297,746 SHARES OF SERIES B PREFERRED STOCK AT $17.15 PER SHARE
304,757 SHARES OF SERIES C PREFERRED STOCK AT $21.00 PER SHARE
As set forth in Section 3 of the Offer to Purchase, dated September 6,
2001 (the "Offer to Purchase"), this Notice of Guaranteed Delivery, or one
substantially in the form hereof, must be used to accept the offer by Dynex to
purchase the shares (the "Offer") if:
(i) certificates representing shares of the Preferred Stock of Dynex, a
Virginia corporation, are not immediately available or cannot be delivered to
First Union Shareholder Services (the "Depositary");
(ii) the procedure for book-entry transfer cannot be completed on a timely
basis; or
(iii) time will not permit all of the required documents to reach the
Depositary before 5:00 p.m., New York City time, on Thursday, October 4, 2001.
This form, or a facsimile of it, signed and properly completed, may be
delivered by hand or transmitted by facsimile transmission or mailed to the
Depositary so that it is received by the Depositary before the Expiration Date,
as defined in Section 1 of the Offer to Purchase. See Section 3 of the Offer to
Purchase.
THE METHOD OF DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY AND ANY
OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING
STOCKHOLDER. IF DELIVERY IS BY MAIL, THEN REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ASSURE DELIVERY.
Deliver to:
First Union National Bank, the Depositary for the Offer
By Mail: By Facsimile Transmission
First Union National Bank (eligible guarantor institutions only):
Corporate Actions Department (704) 590-7628
1525 West W.T. Harris Blvd., 3C3 Confirm by Telephone: (800) 829-8432
Charlotte, NC 28288-1153
By Overnight Delivery or Express Mail:
First Union National Bank
Corporate Actions Department
1525 West W.T. Harris Blvd., 3C3
Charlotte, NC 28262-1153
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN
THOSE SHOWN ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER
THAN THE ONE LISTED ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. DELIVERIES TO
DYNEX OR THE INFORMATION AGENT (EACH AS DEFINED IN THE OFFER TO PURCHASE) WILL
NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT CONSTITUTE VALID
DELIVERY. DELIVERIES TO THE BOOK-ENTRY TRANSFER FACILITY (AS DEFINED IN THE
OFFER TO PURCHASE) WILL NOT CONSTITUTE VALID DELIVERY TO THE DEPOSITARY.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on the Letter of Transmittal is required to be
guaranteed by an "eligible institution" (as defined in Section 3 of the Offer to
Purchase) under the instructions thereto, such signature must appear in the
applicable space provided in the signature box on the Letter of Transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders the below described shares to Dynex at a
purchase price of $16.80 per share for the Series A Preferred Stock, $17.15 per
share for the Series B Preferred Stock and $21.00 per share for the Series C
Preferred Stock, net to the seller in cash, without interest, upon the terms and
subject to the conditions set forth in the Offer to Purchase, and the related
Letter of Transmittal, which, as may be amended and supplemented from time to
time, together constitute the "Offer," receipt of which is hereby acknowledged.
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DESCRIPTION OF SHARES TENDERED
(SEE INSTURCTIONS 3 AND 4 OF THE LETTER OF TRANSMITTAL)
TOTAL NUMBER
SHARES OF SHARES NUMBER
CERTIFICATE REPRESENTED BY OF SHARES
NUMBER(S)(1) CERTIFICATE(S) TENDERED(2)
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TOTAL NUMBER OF CERTIFICATED SHARES TENDERED
Series A Preferred Stock:
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Series B Preferred Stock:
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Series C Preferred Stock:
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TOTAL NUMBER OF SHARES TENDERED BY BOOK ENTRY
Series A Preferred Stock:
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Series B Preferred Stock:
---------------------------------
Series C Preferred Stock:
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TOTAL NUMBER OF SHARES TENDERED
Series A Preferred Stock:
---------------------------------
Series B Preferred Stock:
---------------------------------
Series C Preferred Stock:
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(1) Need not be completed if shares are delivered by book-entry transfer.
(2) If you desire to tender fewer than all shares evidenced by any
certificates listed above, please indicate in this column the number of
shares you wish to tender. Otherwise, all shares evidenced by such
certificates will be deemed to have been tendered. See Instruction 4 of
the Letter of Transmittal.
(3) In the event less than all shares tendered are purchased due to
proration, shares will be selected for purchase by the Depositary.
If shares of Preferred Stock will be delivered by book-entry transfer,
provide the following information:
Account Number:
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Date:
------------------------------------, 2001
SIGNATURE(S):
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Name(s) of Stockholder(s) of Record:
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(Please Type or Print)
Address:
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City State Zip
Telephone No. (including area code):
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E-mail address:
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
THE UNDERSIGNED, A BANK, BROKER, DEALER, CREDIT UNION, SAVINGS
ASSOCIATION OR OTHER ENTITY WHICH IS A MEMBER IN GOOD STANDING OF THE SECURITIES
TRANSFER AGENTS MEDALLION PROGRAM OR A BANK, BROKER, DEALER, CREDIT UNION,
SAVINGS ASSOCIATION OR OTHER ENTITY WHICH IS AN "ELIGIBLE GUARANTOR
INSTITUTION," AS SUCH TERM IS DEFINED IN RULE 17Ad-15 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, EACH OF THE FOREGOING CONSTITUTING AN
"ELIGIBLE GUARANTOR INSTITUTION," GUARANTEES THE DELIVERY TO THE DEPOSITARY OF
THE SHARES TENDERED HEREBY, IN PROPER FORM FOR TRANSFER, OR A CONFIRMATION THAT
THE SHARES TENDERED HEREBY HAVE BEEN DELIVERED UNDER THE PROCEDURE FOR
BOOK-ENTRY TRANSFER SET FORTH IN THE OFFER TO PURCHASE INTO THE DEPOSITARY'S
ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY, TOGETHER WITH A PROPERLY COMPLETED
AND DULY EXECUTED LETTER OF TRANSMITTAL, OR A MANUALLY SIGNED FACSIMILE THEREOF
AND ANY OTHER REQUIRED DOCUMENTS, ALL WITHIN THREE (3) NASDAQ TRADING DAYS OF
THE DATE HEREOF.
Name of Firm:
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Address:
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City State Zip Code
Telephone No. (Including area code):
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Authorized Signature:
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Name:
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Please Print
Title:
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Date:
----------------------------, 2001
NOTE: DO NOT SEND SHARES CERTIFICATES WITH THIS FORM. CERTIFICATES FOR
SHARES OF PREFERRED STOCK SHOULD BE SENT WITH THE LETTER OF TRANSMITTAL.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER
OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION UNDER THE
INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE
SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.