8-A12B: Form for the registration / listing of a class of securities on a national securities exchange pursuant to Section 12(b)
Published on January 14, 2003
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Dynex Capital, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Securities Act registration statement file number --------------------------
to which this form relates: (If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Securities to be registered pursuant to Section 12(g) of the Act:
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(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
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The Dynex Capital, Inc., senior notes due February 28, 2005 (the
"Senior Notes"), are to be issued under an Indenture (the "Indenture"), to be
dated as of February 28, 2003 pursuant to an exchange offer (the "Offer") (or
thereafter, if the Offer by the Company is extended), between Dynex Capital,
Inc. ("Dynex" or the "Company") and Wachovia Bank, N.A., as trustee. The
following summaries of certain provisions of the Senior Notes and the Indenture
do not purport to be complete and are subject to, and are qualified in their
entirety by reference to, all the provisions of the Senior Notes and the
Indenture, including the definitions therein of certain terms which are not
otherwise defined in the Offering Circular, dated January 8, 2003 (the "Offering
Circular"). Wherever particular provisions or defined terms of the Indenture (or
of the form of Senior Notes which is a part thereof) are referred to, such
provisions or defined terms are incorporated herein by reference in their
entirety.
GENERAL
The Senior Notes will represent general unsecured senior obligations of
the Company and have no conversion rights. The Senior Notes will be limited to
$30,000,000 aggregate principal amount, will be issued in book entry form only,
in denominations of $25.00 in original principal amount or any integral multiple
thereof and will mature on February 28, 2005, unless earlier redeemed at the
option of the Company or repurchased at the option of the Senior Note holder
upon a change of control.
The Senior Notes are redeemable at the option of the Company at any
time at the Company's option, in whole at any time or in part from time to time,
at the redemption price of 100% of the principal amount of the Senior Notes plus
accrued and unpaid interest.
The Senior Notes bear interest from the Closing Date, at an annual rate
of 9.50% on the outstanding principal balance. Payments of principal on the
Senior Notes in the amount of $3.125 (or such lesser principal amount as is then
outstanding) per each $25 of principal amount on each Senior Note will be made
each quarter until paid in full. Payments of principal and interest will be made
quarterly in arrears in cash on each of February 28, May 31, August 31 and
November 31, commencing May 31, 2003, to holders of record at the close of
business on the preceding February 15, May 15, August 15 and November 15,
respectively. Payments of principal will be made at the office of the Senior
Notes Trustee in Richmond, Virginia. Interest will be computed on the basis of a
360-day year composed of twelve 30-day months. The Senior Notes are unrated.
GLOBAL NOTE; BOOK ENTRY FORM
The Senior Notes will be issued solely in global form. A recipient of
Senior Notes pursuant to the Offer will receive a beneficial interest in an
unrestricted global note. The global note will be issued to DTC, and registered
in the name of Cede as DTC's nominee, and shall be deposited with Wachovia Bank,
N.A., as custodian for Cede. Upon issuance of the global note, DTC will credit,
on its book-entry registration and transfer systems, the respective principal
amounts of the Senior Notes represented by that global note to the accounts of
institutions or persons, commonly known as participants, that have accounts with
DTC or its nominee. Ownership of beneficial interests in the global note will be
limited to participants or persons that may hold beneficial interests through
participants. Owners of beneficial interests in the global note will not receive
certificates representing their ownership interests in the Senior Notes, except
in the event use of the book-entry system for the Senior Notes is discontinued.
Except as set forth below, the record ownership of the global note may be
transferred, in whole or in part, only to another nominee of DTC or to a
successor of DTC or its nominee.
Payment of principal and interest on and the redemption and repurchase
price of the global note will be made to Cede, the nominee for DTC, as
registered owner of the global note, by wire transfer of immediately available
funds on each principal and interest payment date, each redemption date and each
repurchase date, as applicable. None of the Company, the trustee or any paying
agent will have any responsibility or liability for:
o any aspect of the records relating to or payments made on account of
beneficial ownership interests in the global note; or
o for maintaining, supervising or reviewing any records relating to such
beneficial ownership interest.
The Company has been informed by DTC that, with respect to any payment
of principal of or interest on, or the redemption or repurchase price of, the
global note, DTC's practice is, upon receipt of payment, to credit participants'
accounts with payments in amounts proportionate to their respective beneficial
interests in the principal amount represented by the global note as shown on the
records of DTC. Payments by participants to owners of beneficial interests in
the principal amount represented by the global note held through such
participants will be the responsibility of such participants, as is now the case
with securities held for the accounts of customers registered in "street name."
Transfers between participants will be effected in the ordinary way in
accordance with DTC rules and will be settled in immediately available funds.
Because DTC can only act on behalf of participants, who in turn act on behalf of
persons who hold interests through them and certain banks, the ability of a
person having a beneficial interest in the principal amount represented by the
global note to pledge such interest to persons or entities that do not
participate in the DTC system, or otherwise take actions in respect of such
interest, may be affected by the lack of a physical certificate evidencing such
interest.
Neither the Company nor the trustee (or any registrar or paying agent
under the Indenture) will have responsibility for the performance of DTC or its
participants or persons who hold interests through the participants of their
respective obligations under the rules and procedures governing their
operations. DTC has advised the Company that it will take any action permitted
to be taken by a holder of Senior Notes (including, without limitation, the
presentation of Senior Notes for exchange as described below) only at the
direction of one or more participants to whose account with DTC interests in the
global note are credited, and only in respect of the principal amount of the
Senior Notes represented by the global note as to which such participant or
participants has or have given such direction.
DTC has advised the Company as follows:
o DTC is a limited purpose trust company organized under the laws of the
State of New York;
o DTC is a member of the Federal Reserve System;
o DTC is a "clearing corporation" within the meaning of the New York
Uniform Commercial Code; and
o DTC is a "clearing agency" registered pursuant to the provisions of
Section 17A of the Exchange Act.
DTC holds securities for its participants and facilitates the clearance
and settlement of securities transactions between participants through
electronic book-entry changes to accounts of its participants, thereby
eliminating the need for physical movement of certificates. Participants include
securities brokers and dealers, banks, trust companies, clearing corporations
and certain other organizations. DTC is owned by a number of its participants
and by the New York Stock Exchange, Inc., the American Stock Exchange, LLC and
the National Association of Securities Dealers, Inc. Indirect access to the DTC
system is available to others such as banks, securities brokers and dealers and
trust companies that clear through, or maintain a custodial relationship with, a
participant, either directly or indirectly. The Rules applicable to DTC and its
participants and indirect participants are on file with the Commission.
Although DTC may agree to the foregoing procedures in order to
facilitate transfers of interests in the global note among participants, they
are under no obligation to perform or continue to perform such procedures, and
such procedures may be discontinued at any time. If DTC is at any time unwilling
or unable to continue as depositary and a successor depositary is not appointed
by the Company within 90 days, the Company will cause the Senior Notes to be
issued in definitive form in exchange for the global note.
CHANGE OF CONTROL
Upon the occurrence of a Change of Control (as defined below), each
holder of Senior Notes shall have the right to require that the Company
repurchase such holder's Senior Notes in whole or in part at a purchase price in
cash in an amount equal to 101% of the outstanding principal amount, together
with accrued and unpaid interest to the date of purchase, pursuant to an offer
(the "Change of Control Offer") made in accordance with the procedures described
below and the other provisions in the Indenture.
The term "Change in Control" shall mean an event or series of events in
which (i) any "person" or "group" (as such terms are used in Sections 13(d) and
14(d) of the Exchange Act) acquires "beneficial ownership" (as determined in
accordance with Rule 13d-3 under the Exchange Act), directly or indirectly, of
more than 50% of the total Voting Stock (as defined below) of the Company
whether by purchase, tender, merger or otherwise; provided, however, that any
such person or group shall not be deemed to be the beneficial owner of, or to
beneficially own, any Voting Stock tendered in a tender offer until such
tendered Voting Stock is accepted for purchase under the tender offer; or (ii)
all or substantially all of the assets of the Company are sold, exchanged or
otherwise is transferred to such person or group (other than any pledges or
transfers made in connection with such acquisition of our assets).
"Voting Stock" means stock of the class or classes pursuant to which
the holders thereof have the general voting power under ordinary circumstances
to elect at least a majority of the board of directors, managers or trustees of
a corporation (irrespective whether or not at the time stock of any other class
or classes shall have or might have voting power by reason of the happening of
any contingency).
Within 30 days following any Change of Control, the Company shall send
by first-class mail, postage prepaid, to the trustee and to each holder of
Senior Notes, at such holder's address appearing in the note register, a notice
stating, among other things, that a Change of Control has occurred, the
repurchase price, the repurchase date, which shall be a business day no earlier
than 30 days nor later than 60 days from the date such notice is mailed (or such
later date as is necessary to comply with the requirements of the Securities
Exchange Act of 1934, as amended), and certain other procedures that a holder of
Senior Notes must follow to accept a Change of Control Offer or to withdraw such
acceptance. The Company will comply, to the extent applicable, with the
requirements of Rule 13e-4 and Rule 14e-1 under the Exchange Act and other
securities laws or regulations, to the extent such laws are applicable, in
connection with the repurchase of the Senior Notes as described above. Future
indebtedness may contain prohibitions of certain events which would constitute a
Change of Control or require the Company to offer to repurchase such
indebtedness upon a Change of Control. Moreover, the exercise by the holders of
Senior Notes of their right to require the Company to purchase the Senior Notes
could cause a default under such indebtedness, even if the Change of Control
itself does not, due to the financial effect of such purchase on the Company.
Finally, the Company's ability to pay cash to holders of Senior Notes upon a
purchase may be limited by the Company's then existing financial resources.
There can be no assurance that sufficient funds will be available when necessary
to make any required purchases. Furthermore, the Change of Control provisions
may in certain circumstances make more difficult or discourage a takeover of the
Company and the removal of the incumbent.
MERGER, CONSOLIDATION AND SALE OF ASSETS
The Indenture prohibits the Company from consolidating with or merging
with or into, or conveying, transferring or leasing all or substantially all of
the Company's assets (determined on a consolidated basis), to any person unless:
(i) either the Company is the resulting, surviving or transferee person (the
"Successor Company") or the Successor Company is a person organized and existing
under the laws of the United States or any state thereof or the District of
Columbia, and the Successor Company (if not the Company) expressly assumes by a
supplemental Indenture, executed and delivered to the trustee, in form
satisfactory to the trustee, all the obligations of the Company under the Senior
Note Indenture and the Senior Notes, (ii) immediately after giving effect to
such transaction no Event of Default (as defined below) has happened and is
continuing and (iii) the Company delivers to the trustee an officers'
certificate and an opinion of counsel, each stating that such consolidation,
merger or transfer and such supplemental Indenture (if any) comply with the
Indenture.
RESTRICTIONS AND LIMITATIONS
The terms of the indenture for the Senior Notes contain certain
financial covenants which prohibit the Company from engaging in certain
activities while the Senior Notes are outstanding. For example, the terms of the
Indenture prohibits the Company from, directly or indirectly, making any
Restricted Payments, unless:
(a) no Default or Event of Default shall have occurred and be
continuing at the time of or after giving effect to such
Restricted Payment; and
(b) the aggregate amount of all such Restricted Payments does not
exceed the sum of (i) the cumulative real estate investment
trust taxable income of the Company earned for the tax years
ended after December 31, 2001, as determined by Section
857(b)(2) of the Code, without giving effect to the dividends
paid deduction defined in Section 561 of the Code and (ii) $1
million.
The provisions of this covenant do not prohibit any distribution that
is necessary to maintain the Company's status as a real estate investment trust
under the Code.
As a result of the Restricted Payments provisions, the Indenture also
effectively prohibits the Company from engaging in any future tender offers with
respect to the Company's Preferred Stock until the Senior Notes have been fully
repaid.
In addition, under the terms of the Indenture, the Company and any of
its subsidiaries is prohibited from conducting any business or entering into any
transactions or series of transactions with or for the benefit of any of our
Affiliates (each, an "Affiliate Transaction"), except in good faith and on terms
that are, in the aggregate, no less favorable to the Company, as the case may
be, than those that could have been obtained in a comparable transaction on an
arm's-length basis from a person or entity who is not such an Affiliate.
The term "Restricted Payment" means any of the following: (i) the
declaration or payment of any dividend or any other distribution on the Capital
Stock of the Company or any payment made to the direct or indirect holders (in
all their capacities as such) of Capital Stock of the Company (other than
dividends or distributions payable solely in capital stock (other than
Disqualified Stock) or in options, warrants or other rights to purchase capital
stock (other than Disqualified Stock); (ii) the purchase, redemption or other
acquisition or retirement for value of any Capital Stock of the Company or (iii)
the making of any principal payment on, or the purchase, defeasance, repurchase,
redemption or other acquisition or retirement for value, prior to any scheduled
maturity, scheduled repayment or scheduled sinking fund payment, of any
indebtedness existing on the issue date of the Senior Notes which is
subordinated in right of payment to the Senior Notes (other than indebtedness
acquired in anticipation of satisfying a sinking fund obligation, principal
installment or final maturity, in each case due within one year of the date of
acquisition).
In addition, all Affiliate Transactions (and each series of related
Affiliate Transactions which are a part of a common plan) involving aggregate
payments or other market value in excess of $3 million, are required to be
approved unanimously by the Board of Directors of the Company, with such
approval being evidenced by a board resolution stating that such directors have,
in good faith, determined that such transactions or related transactions comply
with the foregoing provision; and if the Company or any subsidiary of the
Company enters into an Affiliate Transaction (or a series of related Affiliate
Transactions which are part of a common plan) involving aggregate payments or
market value in excess of $5 million, the Company or such subsidiary is
required, prior to the consummation thereof, to obtain a favorable opinion as to
the fairness of such transaction or related transactions from an independent
financial advisor and file the same with the Trustee; provided that this
sentence shall not be applicable with respect to sales or purchases of products
or services by the Company or from its Affiliates in the ordinary course of
business on terms similar to those that could have been obtained in a comparable
transaction on an arms-length basis from a Person who is not such an Affiliate.
Notwithstanding the foregoing, the restrictions set forth in this covenant shall
not apply to (i) customary directors' fees and (ii) customary fees or
transactions by and among the Company and its wholly owned subsidiaries.
The term "Affiliate" shall mean an "affiliate" as defined in Rule
144(a) as promulgated under the Securities Act.
The term "Capital Stock" of any person shall mean any and all shares,
interests, participations or other equivalents (however designated) of such
person's corporate stock or any and all equivalent ownership interests in a
person (other than a corporation) whether now outstanding or issued after the
date hereof.
The term "Disqualified Stock" means, with respect to any Person, any
Capital Stock which, by its terms (or by the terms of any security into which it
is convertible or for which it is exchangeable), or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or is exchangeable for indebtedness, or is redeemable
at the option of the holder thereof, in whole or in part on or prior to the
stated maturity.
EVENTS OF DEFAULT AND REMEDIES
An Event of Default is defined in the Indenture as being, among other
things: default in payment of the principal on the Senior Notes when due, at
maturity, upon redemption or otherwise, including failure by the Company to
purchase the Senior Notes when required as described under "Description of
Senior Notes--Change of Control" (whether or not such payment shall be
prohibited by the subordination provisions of the Indenture); default for 30
days in payment of any installment of interest on the Senior Notes; default by
the Company for 90 days after notice in the observance or performance of any
other covenants in the Indenture; failure to pay certain indebtedness for money
borrowed under any mortgage, indenture, or instrument aggregating $25 million or
more; final judgments or decrees entered into by a court of competent
jurisdiction against the Company, which have not been vacated, discharged,
satisfied or stayed pending appeal within 60 days of entry, involving
liabilities of $40 million or more after deducting the portion of such
liabilities accepted by an insurance company; or certain events involving
bankruptcy, insolvency or reorganization of the Company. The Indenture provides
that the trustee may withhold notice to the holders of Senior Notes of any
default (except in payment of principal or interest with respect to the Senior
Notes) if the trustee, in good faith, considers it in the interest of the
holders of the Senior Notes to do so.
The Senior Note Indenture provides that if an Event of Default (other
than an Event of Default with respect to certain events, including bankruptcy,
insolvency or reorganization of the Company) shall have occurred and be
continuing, the trustee or the holders of not less than 25% in principal amount
of the Senior Notes then outstanding may declare the principal on the Senior
Notes to be due and payable immediately, but if the Company shall pay or deposit
with the trustee a sum sufficient to pay all matured installments of interest on
all Senior Notes and the principal on all Senior Notes that have become due
other than by acceleration and certain expenses and fees of the trustee and if
all defaults (except the nonpayment of interest on and principal of any Senior
Notes which shall have become due by acceleration) shall have been cured or
waived and certain other conditions are met, such declaration may be canceled
and past defaults may be waived by the holders of a majority in principal amount
of the Senior Notes then outstanding.
The holders of a majority in principal amount of the Senior Notes then
outstanding shall have the right to direct the time, method and place of
conducting any proceedings for any remedy available to the trustee, subject to
certain limitations specified in the Indenture. The Indenture provides that,
subject to the duty of the trustee following an Event of Default to act with the
required standard of care, the trustee will not be under an obligation to
exercise any of its rights or powers under the Indenture at the request or
direction of any of the holders, unless the trustee receives satisfactory
indemnity against any associated costs, liability or expense.
SATISFACTION AND DISCHARGE; DEFEASANCE
The Senior Note Indenture will cease to be of further effect as to all
outstanding Senior Notes (except as to (i) rights of the holders of Senior Notes
to receive payments of principal and interest on, the Senior Notes, (ii) the
Company's right of optional redemption, (iii) rights of registration of transfer
and exchange, (iv) substitution of apparently mutilated, defaced, destroyed,
lost or stolen Senior Notes, (v) rights, obligations and immunities of the
trustee under the Indenture and (vi) rights of the holders of Senior Notes as
beneficiaries of the Indenture with respect to the property so deposited with
the trustee payable to all or any of them) if (A) the Company will have paid or
caused to be paid the principal and interest on the Senior Notes as and when the
same will have become due and payable or (B) all outstanding Senior Notes
(except lost, stolen or destroyed Senior Notes which have been replaced or paid)
have been delivered to the trustee for cancellation or (C) (x) the Senior Notes
not previously delivered to the trustee for cancellation will have become due
and payable or are by their terms to become due and payable within one year or
are to be called for redemption under arrangements satisfactory to the trustee
upon delivery of notice and (y) the Company will have irrevocably deposited with
the trustee, as trust funds, cash, in an amount sufficient to pay principal of
and interest on the outstanding Senior Notes, to maturity or redemption, as the
case may be. Such trust may only be established if such deposit will not result
in a breach or violation of, or constitute a default under, any agreement or
instrument pursuant to which the Company is a party or by which the Company is
bound and the Company has delivered to the trustee an officers' certificate and
an opinion of counsel, each stating that all conditions related to such
defeasance have been complied with.
The Senior Note Indenture will also cease to be in effect (except as
described in clauses (i) through (vi) in the immediately preceding paragraph)
and the indebtedness on all outstanding Senior Notes will be discharged on the
123rd day after the irrevocable deposit by the Company with the trustee, in
trust, specifically pledged as security for, and dedicated solely to, the
benefit of the holders of the Senior Notes, of cash, U.S. Government Obligations
(as defined in the Indenture) or a combination thereof, in an amount sufficient,
in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the trustee, to pay
the principal and interest on the Senior Notes then outstanding in accordance
with the terms of the Indenture and the Senior Notes ("legal defeasance"). Such
legal defeasance may only be effected if (i) no Event of Default has occurred or
is continuing, (ii) such deposit will not result in a breach or violation of, or
constitute a default under, any agreement or instrument to which the Company is
a party or by which it is bound, (iii) the Company has delivered to the trustee
an opinion of counsel stating that (A) the Company has received from, or there
has been published by, the Internal Revenue Service a ruling or (B) since the
date of the Indenture, there has been a change in the applicable federal income
tax law, in either case to the effect that, based thereon, the holders of the
Senior Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such deposit, defeasance and discharge by the Company
and will be subject to federal income tax on the same amount and in the same
manner and at the same times as would have been the case if such deposit,
defeasance and discharge had not occurred, (iv) the Company has delivered to the
trustee an opinion of counsel to the effect that after the 123rd day following
the deposit, the trust funds will not be subject to the effect of any applicable
bankruptcy, insolvency, reorganization or similar laws affecting creditors'
rights generally and (v) the Company has delivered to the trustee an officers
certificate and an opinion of counsel stating that all conditions related to the
defeasance have been complied with. The Company may also be released from its
obligations under the covenants described above captioned "Description of Senior
Notes--Change of Control" and "Description of Senior Notes -Merger,
Consolidation and Sale of Assets" with respect to the Senior Notes outstanding
on the 123rd day after the irrevocable deposit by the Company with the trustee,
in trust, specifically pledged as security for, and dedicated solely to, the
benefit of the holders of the Senior Notes, of cash, U.S. Government Obligations
or a combination thereof, in an amount sufficient in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the trustee, to pay the principal and
interest on the Senior Notes then outstanding in accordance with the terms of
the Indenture and the Senior Notes ("covenant defeasance").
Such covenant defeasance may only be effected if (i) no Event of
Default has occurred or is continuing (ii) such deposit will not result in a
breach or violation of, or constitute a default under, any agreement or
instrument to which the Company is a party or by which it is bound, (iii) the
Company has delivered to the trustee an officers' certificate and an opinion of
counsel to the effect that the holders of the Senior Notes will not recognize
income, gain or loss for federal income tax purposes as a result of such deposit
and covenant defeasance by the Company and will be subject to federal income tax
on the same amount, in the same manner and at the same times as would have been
the case if such deposit and covenant defeasance had not occurred, (iv) the
Company has delivered to the trustee an opinion of counsel to the effect that
after the 123rd day following the deposit, the trust funds will not be subject
to the effect of any applicable bankruptcy, insolvency, reorganization or
similar laws affecting creditors' rights generally and (v) the Company has
delivered to the trustee an officers' certificate and an opinion of counsel
stating that all conditions related to the covenant defeasance have been
complied with.
Following such covenant defeasance, the Company will no longer be
required to comply with the obligations described above under "Merger,
Consolidation and Sale of Assets" and "Restrictions and Limitations" and will
have no obligation to repurchase the Senior Notes pursuant to the provisions
described under "Description of Senior Notes -Change of Control."
MODIFICATIONS OF THE INDENTURE
The Senior Note Indenture contains provisions permitting the Company
and the trustee, with the consent of the holders of not less than a majority in
principal amount of the Senior Notes at the time outstanding, to modify the
Indenture or any supplemental Indenture or the rights of the holders of the
Senior Notes, except that no such modification shall (i) extend the fixed
maturity or due date for principal installments thereunder, of any Senior Note
or due date for principal installments thereunder, reduce the rate or extend the
time of payment of interest thereon, reduce the principal amount thereof, reduce
any amount payable upon redemption thereof, change the obligation of the Company
to repurchase the Senior Notes, at the option of the holder, upon the happening
of a Change of Control, impair or affect the right of a holder to institute suit
for the payment thereof, change the currency in which the Senior Notes are
payable, without the consent of the holder of each Senior Note so affected or
(ii) reduce the aforesaid percentage of the Senior Notes, without the consent of
the holders of all of the Senior Notes then outstanding. The Company and the
trustee may amend or supplement the Indenture without notice to or consent of
any holder in order to provide for the issuance of Senior Notes in coupon form,
to correct or supplement any inconsistent or deficient provision in the
Indenture, to comply with the provisions of the Trust Indenture Act of 1939 or
to appoint a successor trustee.
CONCERNING THE TRUSTEE
Wachovia Bank, N.A., the trustee under the Senior Note Indenture, has
been appointed by the Company as the paying agent, registrar and custodian with
regard to the Senior Notes. The trustee and/or its affiliates may in the future
provide banking and other services to the Company in the ordinary course of
their respective businesses. Under the Indenture, each holder or former holder
of a Senior Note agrees to indemnify the Company and the trustee against any
liability that may result from the transfer, exchange or assignment of such
holder's or former holder's Senior Note in violation of any provision of the
Indenture or applicable United States federal or state securities laws.
The Schedule T-O (including, attached as exhibits to the Schedule T-O,
the Offering Circular, the Indenture, and the Letters of Transmittal) is
incorporated herein by reference as indicated in Item 2 below. The foregoing
description of the Senior Notes is qualified in its entirety by reference to
such documents.
Item 2. Exhibits.
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Exhibit
Number Description
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4.1 Indenture entered into between Dynex and
Wachovia Bank, as Trustee, with respect to
the 9.50% Senior Notes due 2005.
(incorporated by reference to Dynex Capital
Inc.'s Schedule T-O filed with the
Securities and Exchange Commission January 8,
2003).
4.2 Offering Circular, dated January 8, 2003,
describing the terms of the exchange offer
pursuant to which the Senior Notes are being
issued (incorporated by reference to Dynex
Capital Inc.'s Schedule T-O filed with the
Securities and Exchange Commission January 8,
2003).
4.3 Dynex's Schedule T-O, incorporated by reference
and filed with the Securities and Exchange
Commission on January 8, 2003.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
DYNEX CAPITAL, INC.
Date: January 14, 2003 By:
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Stephen J. Benedetti
Executive Vice President and
Chief Financial Officer