EXHIBIT NUMBER (A)(1)(C)
Published on January 8, 2003
FORM OF NOTICE OF GUARANTEED DELIVERY
Exhibit (a)(1)(C)
NOTICE OF GUARANTEED DELIVERY
FOR
DYNEX CAPITAL, INC.
OFFER TO PURCHASE UP TO
492,425 SHARES OF ITS SERIES A PREFERRED STOCK, PAR VALUE $0.01 PER SHARE
662,944 SHARES OF ITS SERIES B PREFERRED STOCK, PAR VALUE $0.01 PER SHARE
683,703 SHARES OF ITS SERIES C PREFERRED STOCK, PAR VALUE $0.01 PER SHARE
As set forth in the "The Offer - How to Tender" section of the Offering
Circular, dated January 8, 2003 (the "Offering Circular"), 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 Dynex Preferred
Stock, par value $0.01 per share, of Dynex, a
Virginia corporation, are not immediately available
or cannot be delivered to Wachovia Bank (the
"Exchange Agent");
(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 Exchange Agent before 5:00 P.M., New York
City time, on Tuesday, February 11, 2003.
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
Exchange Agent so that it is received by the Exchange Agent before the
Expiration Time, as defined in the "The Offer - Expiration Time, Extensions,
Termination and Amendments" section of the Offering Circular.
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:
Wachovia Bank, the Exchange Agent for the Offer
By Mail: By Facsimile Transmission
Wachovia Bank (eligible guarantor institutions only):
c/o Alpine Fiduciary Services, Inc. (704) 590-7628
Corporate Actions Department Confirm by Telephone: (888) 422-8979
P.O. Box 2065
South Hackensack, NJ 07606-9974
By Overnight Delivery or Express Mail:
Wachovia Bank
c/o Alpine Fiduciary Services, Inc.
Corporate Actions Department
P.O. Box 2065
South Hackensack, NJ 07606-9974
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 (AS DEFINED IN THE OFFERING CIRCULAR) WILL NOT BE
FORWARDED TO THE EXCHANGE AGENT AND THEREFORE WILL NOT CONSTITUTE VALID
DELIVERY. DELIVERIES TO THE BOOK-ENTRY TRANSFER FACILITY (AS DEFINED IN THE
OFFERING CIRCULAR) WILL NOT CONSTITUTE VALID DELIVERY TO THE EXCHANGE AGENT.
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 "The Offer - How to
Tender" section of the Offering Circular) 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 for
(a) cash, without interest, (b) Dynex's 9.50% senior notes, due February 28,
2005 (the "Senior Notes"), or (c) a combination of cash and Senior Notes, in
each case, upon the terms and subject to the conditions set forth in the
Offering Circular, dated January 8, 2003, receipt of which is hereby
acknowledged, and in this Letter of Transmittal which, as amended and
supplemented from time to time, together constitute the "Offer." The election of
cash and/or Senior Notes to be received in exchange for the shares tendered is
set forth below in the "Election of Consideration" section of this Letter of
Transmittal.
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DESCRIPTION OF SHARES TENDERED
(SEE INSTURCTIONS 3 AND 4 OF THE LETTER OF TRANSMITTAL)
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TOTAL NUMBER OF CERTIFICATED SHARES TENDERED
Series A Preferred Stock: _________________________
Series B Preferred Stock: _________________________
Series C Preferred Stock:__________________________
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TOTAL NUMBER OF SHARES TENDERED BY BOOK ENTRY
Series A Preferred Stock: _________________________
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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ELECTION (See instructions 2, 14 and 15 of the Letter of Transmittal)
As set forth in "The Offer" section of the Offering Circular, you may
tender your shares of Preferred Stock for cash, Dynex's 9.50% senior notes, due
February 28, 2005 (the "Senior Notes") or a combination of those two forms of
payment. You MUST make an election as to the form of payment you wish to receive
for all shares you tender. If you fail to make properly such an election with
respect to any shares of Preferred Stock you tender, you will be deemed to have
tendered such shares for cash. In addition, if the consideration you select is
oversubscribed, whether that is the cash consideration or the Senior Notes
consideration, you may elect to allocate any shares not exchanged for that
particular consideration to the other consideration, instead of having your
shares of Preferred Stock that are not exchanged for the oversubscribed
consideration returned to you.
IMPORTANT: If you elect to tender your shares in exchange for either Senior
Notes or for a combination of cash and Senior Notes, or if you elect to receive
Senior Notes in the event of an oversubscription of the cash consideration, do
not return your certificates or this letter of transmittal to the Exchange
Agent. Instead, you must tender your shares through a broker, dealer, bank or
other financial institution that either clears through or maintains a custodial
relationship with a direct or indirect participant in the book entry and
transfer system of DTC because the Senior Notes will be issued only in
book-entry form.
Series A Preferred Stock
I wish to allocate the shares of Series A Preferred Stock that I have
tendered in the following manner:
[___] CASH OPTION: I hereby tender the number of shares of Series A Preferred
Stock set forth above for cash in the amount of $24.00 per tendered
share, net, without interest, subject to proration and upon the terms
and subject to the conditions set forth in Dynex's Offering Circular,
dated January 8, 2003;
OR
[___] NOTE OPTION: I hereby tender the number of shares of Series A Preferred
Stock set forth above for $25.20 in principal amount per tendered share
of the Senior Notes, subject to proration and upon the terms and
subject to the conditions set forth in Dynex's Offering Circular, dated
January 8, 2003. The Senior Notes will be issued in $25.00
denominations and any integral multiple thereof. In cases where the
consideration for shares tendered is not divisible, in the aggregate,
by the $25 denomination, you will receive cash consideration for the
amount in excess of the nearest $25 denomination, not to exceed $24.99;
OR
[___] COMBINATION OF CASH AND SENIOR NOTES CONSIDERATION: I hereby tender the
number of shares set forth above in the following manner:
OVERSUBSCRIPTION ALLOCATION:
After Dynex has determined which shares to accept pursuant to the terms of
the Offering Circular, if the particular consideration which you select is
oversubscribed, whether the cash consideration or the Senior Notes
consideration, you may elect to allocate any shares not exchanged for that
particular consideration to the other consideration, instead of having your
shares of Series A Preferred Stock that are not exchanged for the oversubscribed
consideration returned to you. Please place an "X" in the box provided below if
you wish any shares which were not exchanged due to an oversubscription, to be
allocated to the undersubscribed option, if available.
[___] Oversubscription Allocation: Please allocate any shares that I tendered
and which were not exchanged because the consideration I chose has been
oversubscribed, to the undersubscibed consideration, if available,
regardless of whether that is the cash consideration or the Senior Notes
consideration.
Series B Preferred Stock
I wish to allocate the shares of Series B Preferred Stock that I have
tendered in the following manner:
[___] CASH OPTION: I hereby tender the number of shares of Series B Preferred
Stock set forth above for cash in the amount of $24.50 per tendered
share, net, without interest, subject to proration and upon the terms
and subject to the conditions set forth in Dynex's Offering Circular,
dated January 8, 2003;
OR
[___] NOTE OPTION: I hereby tender the number of shares of Series B Preferred
Stock set forth above for $25.725 in principal amount per tendered
share of the Senior Notes, subject to proration and upon the terms and
subject to the conditions set forth in Dynex's Offering Circular, dated
January 8, 2003. The Senior Notes will be issued in $25.00
denominations and any integral multiple thereof. In cases where the
consideration for shares tendered is not divisible, in the aggregate,
by the $25 denomination, you will receive cash consideration for the
amount in excess of the nearest $25 denomination, not to exceed $24.99;
OR
[___] COMBINATION OF CASH AND SENIOR NOTES CONSIDERATION: I hereby tender the
number of shares set forth above in the following manner:
OVERSUBSCRIPTION ALLOCATION:
After Dynex has determined which shares to accept pursuant to the terms of
the Offering Circular, if the particular consideration which you select is
oversubscribed, whether the cash consideration or the Senior Notes
consideration, you may elect to allocate any shares not exchanged for that
particular consideration to the other consideration, instead of having your
shares of Series B Preferred Stock that are not exchanged for the oversubscribed
consideration returned to you. Please place an "X" in the box provided below if
you wish any shares which were not exchanged due to an oversubscription, to be
allocated to the undersubscribed option, if available.
[___] Oversubscription Allocation: Please allocate any shares that I tendered
and which were not exchanged because the consideration I chose has been
oversubscribed, to the undersubscibed consideration, if available,
regardless of whether that is the cash consideration or the Senior Notes
consideration.
Series C Preferred Stock
I wish to allocate the shares of Series C Preferred Stock that I have
tendered in the following manner:
[___] CASH OPTION: I hereby tender the number of shares of Series C Preferred
Stock set forth above for cash in the amount of $30.00 per tendered
share, net, without interest, subject to proration and upon the terms
and subject to the conditions set forth in Dynex's Offering Circular,
dated January 8, 2003;
OR
[___] NOTE OPTION: I hereby tender the number of shares of Series C Preferred
Stock set forth above for $31.50 in principal amount per tendered share
of the Senior Notes, subject to proration and upon the terms and
subject to the conditions set forth in Dynex's Offering Circular, dated
January 8, 2003. The Senior Notes will be issued in $25.00
denominations and any integral multiple thereof. In cases where the
consideration for shares tendered is not divisible, in the aggregate,
by the $25 denomination, you will receive cash consideration for the
amount in excess of the nearest $25 denomination, not to exceed $24.99;
OR
[___] COMBINATION OF CASH AND SENIOR NOTES CONSIDERATION: I hereby tender the
number of shares set forth above in the following manner:
OVERSUBSCRIPTION ALLOCATION:
After Dynex has determined which shares to accept pursuant to the terms of
the Offering Circular, if the particular consideration which you select is
oversubscribed, whether the cash consideration or the Senior Notes
consideration, you may elect to allocate any shares not exchanged for that
particular consideration to the other consideration, instead of having your
shares of Series C Preferred Stock that are not exchanged for the oversubscribed
consideration returned to you. Please place an "X" in the box provided below if
you wish any shares which were not exchanged due to an oversubscription, to be
allocated to the undersubscribed option, if available.
[___] Oversubscription Allocation: Please allocate any shares that I tendered
and which were not exchanged because the consideration I chose has been
oversubscribed, to the undersubscibed consideration, if available,
regardless of whether that is the cash consideration or the Senior Notes
consideration.
Indicate in this box the order (by certificate number) in which shares are
to be purchased in event of proration. (Attach additional signed list if
necessary)(3). See Instruction 7 of the Letter of Transmittal.
1st: 2nd: 3rd: 4th: 5th: 6th:
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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) If you do not designate an order, in the event less than all shares
tendered are purchased due to proration, shares will be selected for
purchase by the Exchange Agent. See Instruction 7 of the Letter of
Transmittal.
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 EXCHANGE AGENT 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 OFFERING CIRCULAR INTO THE EXCHANGE AGENT'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: ______________________________________________________________
Address: ______________________________________________________________
______________________________________________________________
City State Zip Code
Telephone No. (Including area code): _________________________________________
Authorized Signature: _________________________________________________________
Name: ___________________________________________________
Please Print
Title: ________________________________________________
Date: ________________________, 2003
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.