SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on October 24, 2000
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)*
(AMENDMENT NO. 4)
Dynex Capital, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value per share
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(Title of Class of Securities)
26817Q506
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(CUSIP Number)
with a copy to:
Stephen Fraidin
Michael R. Kelly Fried, Frank, Harris, Shriver &
550 West C Street Jacobson
San Diego, CA 92101 One New York Plaza
(619) 687-5000 New York, NY 10004-1980
(212) 859-8000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 22, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box |_|.
Note: Schedules filed in paper format shall include a signed original
and five copies of the Schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934, as amended ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 26817Q506
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CALIFORNIA INVESTMENT FUND, LLC 33-0688954
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
NOT APPLICABLE
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 572,178
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
10 SHARED DISPOSITIVE POWER
572,178
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
572,178
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.00%
14 TYPE OF REPORTING PERSON (See Instructions)
CO
SCHEDULE 13D
CUSIP No. 26817Q506
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MICHAEL R. KELLY
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
NOT APPLICABLE
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 572,178
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
10 SHARED DISPOSITIVE POWER
572,178
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
572,178
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.00%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
SCHEDULE 13D
CUSIP No. 26817Q506
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RICHARD KELLY
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
NOT APPLICABLE
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 572,178
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
10 SHARED DISPOSITIVE POWER
572,178
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
572,178
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.00%
14 TYPE OF REPORTING PERSON*
IN
This amendment amends and supplements Schedule 13D of California
Investment Fund, LLC, dated March 29, 2000, and filed on April 4, 2000 with
the Securities and Exchange Commission ("SEC"), Amendment No. 1 to Schedule
13D, dated September 13, 2000 and filed on September 13, 2000 with the SEC,
Amendment No. 2 to Schedule 13D, dated September 29, 2000 and filed on
October 3, 2000 with the SEC and Amendment No. 3 to Schedule 13D, dated
October 3, 2000 and filed on October 17, 2000 with the SEC (together, the
"Schedule 13D"). Except as amended by this amendment, there has been no
change in the information previously reported on the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
On September 29, 2000, California Investment Fund, LLC (the
"Fund") and Dynex Capital, Inc. ("Dynex") entered into a letter of intent
(the "Letter of Intent") regarding the Fund's proposed acquisition of Dynex
for $90 million through a reverse triangular merger of a wholly-owned
subsidiary of the Fund with and into Dynex. A copy of the Letter of Intent
was attached as an Exhibit to the Fund's Amendment No. 2 to Schedule 13D
filed on October 3, 2000 with the SEC, and is specifically incorporated
herein by reference, and the description herein of such letter is qualified
in its entirety by reference to such letter.
Among other things, the Letter of Intent provided that for the
three-week period commencing on September 29, 2000 and ending on October
20, 2000 (the "Exclusivity Period") (i) Dynex would not, directly or
indirectly, cooperate with, provide information for or otherwise engage in
or facilitate discussions or negotiations with any third party concerning
any alternative transaction with a third party regarding a potential
acquisition of Dynex and (ii) the Fund would use its best efforts to obtain
the necessary financing commitments on terms reasonably satisfactory to the
Fund to consummate the proposed merger, complete its due diligence and
obtain any consents that it believes are necessary or advisable to complete
a merger transaction.
Subsequent to entering into the Letter of Intent, the Fund and
Dynex have continued to hold discussions regarding a potential merger
transaction and are negotiating the form of a proposed definitive merger
agreement, as set forth in the Fund's Amendment No. 3 to Schedule 13D filed
on October 17, 2000 with the SEC.
On October 22, 2000, the Fund and Dynex agreed to extend the
expiration date of the Exclusivity Period under the Letter of Intent to
October 27, 2000 (the "Extension Letter to Letter of Intent"). The other
terms and conditions of the Letter of Intent remain unchanged. Other than
with respect to the extension of the Exclusivity Period, the Letter of
Intent remains in full force and effect. A copy of the Extension Letter to
Letter of Intent is attached hereto as Exhibit A and is specifically
incorporated herein by reference, and the description herein of such letter
is qualified in its entirety by reference to such letter.
Depending on the outcome of the discussions between Dynex and the
Fund, the Fund reserves the right to formulate other plans and/or make
other proposals, and take such actions with respect to its investment in
Dynex, including any or all of the actions set forth in paragraphs (a)
through (j) of Item 4 of Schedule 13D and any other actions as it may
determine. The Fund also reserves the right to suspend or terminate its
discussions with Dynex at any time.
Except as stated in this response to Item 4 and in furtherance of
a proposed business combination, the Fund has no current plans or proposals
with respect to Dynex or its securities of the types enumerated in
paragraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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Exhibit A - Extension Letter to Letter of Intent between the Fund and
Dynex, dated October 22, 2000.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is
true, complete and correct.
Date: October 24, 2000 California Investment Fund, LLC,
a California limited liability company
By: /s/ Michael R. Kelly
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Michael R. Kelly
Its:Managing Member
Date: October 24, 2000 Michael R. Kelly
By: /s/ Michael R. Kelly
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Michael R. Kelly, as an Individual
Date: October 24, 2000 Richard Kelly
By: /s/ Richard Kelly
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Richard Kelly, as an Individual
EXHIBIT INDEX
Exhibit A - Extension Letter to Letter of Intent between the Fund and
Dynex, dated October 22, 2000.