UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20459
SCHEDULE TO-I/A
SCHEDULE 13E-3/A
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
DYNEX CAPITAL, INC.
(NAME OF SUBJECT COMPANY (ISSUER))
DYNEX CAPITAL, INC. (OFFEROR)
(NAME OF FILING PERSON (IDENTIFYING STATUS AS OFFEROR, ISSUER OR OTHER PERSON))
SERIES A PREFERRED STOCK, PAR VALUE $0.01 PER SHARE
SERIES B PREFERRED STOCK, PAR VALUE $0.01 PER SHARE
SERIES C PREFERRED STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
(26817Q 20 9)
(CUSIP NUMBER OF SERIES A PREFERRED STOCK)
(26817Q 30 8)
(CUSIP NUMBER OF SERIES B PREFERRED STOCK)
(26817Q 40 7)
(CUSIP NUMBER OF SERIES C PREFERRED STOCK)
STEPHEN J. BENEDETTI, CHIEF FINANCIAL OFFICER
DYNEX CAPITAL, INC.
4551 COX ROAD, SUITE 300
GLEN ALLEN, VIRGINIA 23060
(804) 217-5800
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSON
FILING THE STATEMENT)
COPIES TO:
JAMES WHEATON, ESQUIRE SUSAN S. ANCARROW, ESQUIRE
TROUTMAN SANDERS LLP TROUTMAN SANDERS LLP
222 CENTRAL PARK AVE, SUITE 2000 1111 E. MAIN STREET
VIRGINIA BEACH, VA 23462 RICHMOND, VA 23218
(757) 687-7719 804) 697-1861
CALCULATION OF FILING FEE
TRANSACTION VALUATION*: AMOUNT OF FILING FEE**:
$55,706,832 $4,507
*CALCULATED SOLELY FOR THE PURPOSE OF DETERMINING THE AMOUNT OF THE
FILING FEE. AS OF DECEMBER 31, 2003, DYNEX CAPITAL HAD OUTSTANDING 493,595
SHARES OF SERIES A PREFERRED STOCK, 688,189 SHARES OF SERIES B PREFERRED STOCK
AND 684,893 SHARES OF SERIES C PREFERRED STOCK. THE CALCULATION IS BASED ON THE
ASSUMPTION THAT ALL OUTSTANDING SHARES OF SERIES A PREFERRED STOCK, SERIES B
PREFERRED STOCK AND SERIES C PREFERRED STOCK WILL BE ACQUIRED BY DYNEX CAPITAL
IN EITHER THE NOTE OFFER OR THE SERIES D CONVERSION, AND IS BASED ON THE AVERAGE
OF THE HIGH AND LOW SALES PRICES OF EACH OF THE SERIES OF PREFERRED STOCK ON
JANUARY 5, 2004, BEING $28.50 FOR SERIES A PREFERRED STOCK, $26.37 FOR SERIES B
PREFERRED STOCK AND $34.30 FOR SERIES C PREFERRED STOCK, AS REPORTED ON THE
NASDAQ NATIONAL MARKET. BASED ON THESE AVERAGES, THE TOTAL TRANSACTION VALUE IS
EQUAL TO $55,706,832. BECAUSE THIS IS A TRANSACTION UNDER SECTION 13(E) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, THE FEE IS CALCULATED ON THE BASIS
OF $80.90 PER MILLION.
**Previously paid.
[ ] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number or the form or schedule and the date of its filing.
Amount Previously Paid: Not applicable Form or Registration No.: Not applicable
Filing Party: Not applicable Filed: Not applicable
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third-party tender offer subject to Rule14d-1.
[x] issuer tender offer subject to Rule 13e-4.
[x] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
INTRODUCTION
This Amendment No. 5 to the combined Issuer Tender Offer Statement on
Schedule TO and Rule 13e-3 Transaction Statement (collectively the "Schedule
TO/13E-3") relates to:
(a) The offer (the "Note Offer") by Dynex Capital, Inc., a Virginia
corporation ("Dynex Capital") to exchange up to an aggregate of 345,579 shares
of its Series A Preferred Stock, 481,819 shares of its Series B Preferred Stock,
and 479,512 shares of its Series C Preferred Stock (or, in each case, such
lesser number of shares as are properly tendered and not properly withdrawn),
for 9.50% Senior Notes due 2007 (the "Senior Notes"), each subject to the terms
and conditions of the Offering Circular (as amended from time to time, the
"Offering Circular"). Pursuant to Rule 13e-4(f)(1)(ii), the total number of
shares purchased in the Note Offer may be increased to 355,450 shares of Series
A Preferred Stock, 495,582 shares of Series B Preferred Stock and 493,209 shares
of Series C Preferred Stock.
(b) A proposal to amend the Articles of Incorporation of Dynex Capital
to convert all of the shares of Series A Preferred Stock, Series B Preferred
Stock and Series C Preferred Stock after the Notes Offer into shares of a new
series of Series D Preferred Stock and Common Stock (the "Series D conversion"),
all as described in the Proxy Statement incorporated by reference herein as
Exhibit (a)(2)(A) (as amended from time to time, the "Proxy Statement"). The
Proxy Statement that describes the Series D conversion has been filed by Dynex
Capital under separate cover of Schedule 14A but is an integral part of the
transaction or series of transactions to which this Schedule TO/13E-3 relates.
The Note Offer commenced on March 29, 2004 upon the mailing of the
Offering Circular and related letter of transmittal to the holders of the Series
A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock.
This Amendment No. 5 to the Schedule TO/13E-3 corrects typographical
errors contained in the introductory material to the Amendment No. 4 to the
Schedule TO/13E-3 filed by Dynex Capital on April 21, 2004. Specifically,
Amendment No. 5 indicates that this filing relates to an issuer tender offer
subject to Rule 13e-4 and to a going-private transaction subject to Rule 13e-3.
ITEM 12. EXHIBITS
EXHIBIT NUMBER DESCRIPTION
**(a)(1)(A) Offering Circular.
**(a)(1)(B) Letter of Transmittal.
**(a)(1)(C) Notice of Guaranteed Delivery.
**(a)(1)(D) Letter to Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
**(a)(1)(E) Letter to Clients from Brokers, Dealers,
Commercial Banks, Trust Companies and Other
Nominees.
**(a)(1)(F) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form
W-9.
(a)(1)(H) Indenture between Dynex and Wachovia Bank,
as Trustee, with respect to the 9.50% Senior
Notes due 2007. Incorporated by reference
from Dynex Capital's Form T-3 filed with the
Securities and Exchange Commission on
January 28, 2004.
(a)(1)(I) Form of Senior Note. Incorporated by
reference from Dynex Capital's Form T-3
filed with the Securities and Exchange
Commission on January 28, 2004.
(a)(2)(A) Definitive Proxy Statement. Incorporated by
reference from Dynex Capital's amended
Schedule 14A filed with the Securities and
Exchange Commission on March 29, 2004.
(a)(2)(B)(i) Series A Preferred Stock Proxy Card.
Incorporated by reference from Dynex
Capital's amended Schedule 14A filed with
the Securities and Exchange Commission on
March 29, 2004.
(a)(2)(B)(ii) Series B Preferred Stock Proxy Card.
Incorporated by reference from Dynex
Capital's amended Schedule 14A filed with
the Securities and Exchange Commission on
March 29, 2004.
(a)(2)(B)(iii) Series C Preferred Stock Proxy Card.
Incorporated by reference from Dynex
Capital's amended Schedule 14A filed with
the Securities and Exchange Commission on
March 29, 2004.
(a)(3) Not applicable.
(a)(4) Not applicable.
**(a)(5)(i) Press Release, dated March 29, 2004.
*(a)(5)(ii) Press Release, dated April 15, 2004.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) Not applicable. (h) Not applicable.
* Filed herewith
** Previously filed
*** To be filed by amendment
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
DYNEX CAPITAL, INC.
By: /s/ Stephen J. Benedetti
---------------------------------
Stephen Benedetti
Chief Financial Officer
Dated: April 27, 2004
EXHIBIT NUMBER DESCRIPTION
**(a)(1)(A) Offering Circular.
**(a)(1)(B) Letter of Transmittal.
**(a)(1)(C) Notice of Guaranteed Delivery.
**(a)(1)(D) Letter to Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
**(a)(1)(E) Letter to Clients from Brokers, Dealers,
Commercial Banks, Trust Companies and Other
Nominees.
**(a)(1)(F) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form
W-9.
(a)(1)(H) Indenture between Dynex and Wachovia Bank,
as Trustee, with respect to the 9.50% Senior
Notes due 2007. Incorporated by reference
from Dynex Capital's Form T-3 filed with the
Securities and Exchange Commission on
January 28, 2004.
(a)(1)(I) Form of Senior Note. Incorporated by
reference from Dynex Capital's Form T-3
filed with the Securities and Exchange
Commission on January 28, 2004.
(a)(2)(A) Definitive Proxy Statement. Incorporated by
reference from Dynex Capital's amended
Schedule 14A filed with the Securities and
Exchange Commission on March 29, 2004.
(a)(2)(B)(i) Series A Preferred Stock Proxy Card.
Incorporated by reference from Dynex
Capital's amended Schedule 14A filed with
the Securities and Exchange Commission on
March 29, 2004.
(a)(2)(B)(ii) Series B Preferred Stock Proxy Card.
Incorporated by reference from Dynex
Capital's amended Schedule 14A filed with
the Securities and Exchange Commission on
March 29, 2004.
(a)(2)(B)(iii) Series C Preferred Stock Proxy Card.
Incorporated by reference from Dynex
Capital's amended Schedule 14A filed with
the Securities and Exchange Commission on
March 29, 2004.
(a)(3) Not applicable.
(a)(4) Not applicable.
**(a)(5)(i) Press Release, dated March 29, 2004.
*(a)(5)(ii) Press Release, dated April 15, 2004.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) Not applicable. (h) Not applicable.