UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7)*
DYNEX CAPITAL INC
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
26817Q506
(CUSIP number)
Thomas B. Akin
Talkot Capital, LLC
2400 Bridgeway, Suite 300
Sausalito, CA 94965
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 28, 2004
(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(b) 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 ("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). Potential persons who are to respond to the collection of
information contained in this form are not required to respond unless the form
displays a currently valid OMB control number.
1 NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSON
Thomas Bruce Akin
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 7 SOLE VOTING POWER
SHARES 632,319
BENEFICIALLY --------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 1,178,157
REPORTING --------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 632,319
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10 SHARED DISPOSITIVE POWER
1,178,157
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
632,319
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.20%
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14 TYPE OF REPORTING PERSON*
IN
1 NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSON
Talkot Crossover Fund, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
GF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY ---------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING ---------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
545,838
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.49%
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14 TYPE OF REPORTING PERSON*
GR
This amendment amends and supplements Schedule 13D, of Thomas B.
Akin and Talkot Crossover Fund, L.P. dated March 27, 2003 and filed on
March 27, 2003 with the Securities and Exchange Commission ("SEC"),
Amendment No. 6 to Schedule 13D dated December 6, 2002, and filed on
December 9, 2002 with the SEC, Amendment No. 5 to Schedule 13D dated
January 16, 2002, and filed on January 16, 2002 with the SEC, Amendment
No. 4 to Schedule 13D dated July 23, 2001, and filed on July 23, 2001
with the SEC, Amendment No. 3 to Schedule 13D dated March 12, 2001, and
filed on March 12, 2001 with the SEC, Amendment No. 2 to Schedule 13D.
dated January 11, 2001 with the SEC, and Amendment No. 1 to Schedule
13D, dated August 29, 2000 with the SEC (together, the "Schudule 13D").
Except as amended by this amendment, there has been no change in the
information previously reported on the Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock (the "Stock") of Dynex
Capital Inc. ("DX"). The principal executive office of DX is located at
4551 Cox Road, Suite 300, Glen Allen, Virginia 23060.
ITEM 2. IDENTITY AND BACKGROUND.
The persons filing this statement and the persons enumerated in Instruction
C of Schedule 13D and, where applicable, their respective places of
organization, general partners, directors, executive officers and controlling
persons, and the information regarding them, are as follows:
The names of the persons filing this statement are Thomas Bruce Akin (Thomas
Akin), and the Talkot Crossover Fund (the Fund).
(a) The names of the persons filing this statement are Thomas Bruce Akin
("Thomas Akin"), Talkot Crossover Fund, L.P. ("the Fund"),
(collectively, the "Filers").
(b) The address of the filers is 10 Via El Verano, Tiburon, CA 94920.
The Talkot Crossover Fund, L.P. is located at 2400 Bridgeway, Suite
300, Sausalito, CA 94965.
(c) Thomas Akin is the Managing General Partner of the Talkot Crossover
Fund, L.P. which is located at 2400 Bridgeway, Suite 300,
Sausalito, CA 94965.
(d) During the last five years, none of the Filers has been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, none of the Filers was a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) All of the Filers who are natural persons are citizens of the United
States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of funds used in purchasing the Stock were as follows:
Purchaser Source of Funds Amount
Thomas Akin PF $2,036,304
The Fund GF $1,063,131
ITEM 4. PURPOSE OF TRANSACTION.
The Filers have acquired the Stock primarily for investment. The Filers feel
DX to be a significantly undervalued asset with increasing earning
capability given recent events in both interest rate reductions and paydown
of outstanding debt. The Filers intend to review continuously their options
with respect to their investment in the Stock and expressly reserve their
right to (a) purchase additional shares of the Stock; (b) dispose of all or
part of their holdings of the Stock by public or private sales or otherwise,
at such prices and on such terms as they may deem advisable; or (c) take such
other action with respect to their investment in the Stock as they may deem
appropriate, including meeting or consulting with the management or the
Board of Directors of DX to discuss DX's assets, corporate structure, dividend
policies, capital operations, properties management and personnel or potential
extraordinary transactions such as a merger, reorganization or liquidation of
DX or any of its assets or subsidiaries, and contacting other stockholders of
DX to discuss corporate strategy on any of the foregoing matters.
Except as set forth above, the Filers have no present plans or proposals that
would result in or relate to any of the transactions described in Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Aggregate number and percentage of securities beneficially owned:
Thomas Akin is the direct beneficial owner of 632,319 shares of Common Stock,
representing approximately 5.20% of Dynex's Common Stock based upon 12,162,457
shares outstanding per Dynex's SC TO-I/A Tender Offer dated May 19, 2004. If
only Mr. Akin converted his Convertible Preferred D Shares into common shares,
then the shares outstanding would increase to 12,482,979.
Talkot Crossover Fund, L.P. is the direct beneficial owner of 545,838 shares of
Common Stock, representing approximately 4.49% of Dynex's Common Stock based
upon 12,162,457 shares outstanding per Dynex's SC TO-I/A Tender Offer dated
May 19, 2004. If only The Fund converted their Convertible Preferred D Shares
into common shares, then the shares outstanding would increase to 12,624,794.
If only Mr. Akin and The Fund converted their Convertible Preferred D Shares
into common shares, then the shares outstanding would increase to 12,945,316.
By virtue of the relationship between Mr. Akin and the Fund described
in Item 2, Mr. Akin may be deemed to possess indirect beneficial ownership
of the shares of Common Stock beneficially owned by the Fund. The Board of
Directors of Dynex have pre-authorized Mr. Akin and the Fund to increase
their holdings to 15% of fully diluted shares outstanding (17,791,251 shares).
On a fully diluted basis, Mr. Akin and The Fund own collectively 1,961,016
shares representing approximately 11.02% of fully diluted shares outstanding.
(b) The beneficial ownership of the Stock of the persons named in Item 2 of
this statement is as follows at the date hereof:
Aggregate
Beneficially
Owned Voting Power Dispositive Power
Name Number Percent Sole Shared Sole Shared
Thomas Akin 632,319 5.20% 632,319 1,178,157 632,319 1,178,157
The Fund 545,838 4.49% -0- -0- -0- -0-
(c) Transactions effected during the past 60 days or since the most recent
filing on Schedule 13D, whichever is less:
None.
ITEM. 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Thomas Akin is the Managing General Partner of the Fund. As such, he has the
power to vote the Stock held by such persons and to direct the receipt of
dividends from, or the proceeds from the sale of, the Stock held by such
persons.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge, I certify that the
information set forth in this statement is true, complete and correct.
DATED: May 28, 2004
/s/ Thomas Bruce Akin
Thomas Bruce Akin
TALKOT CROSSOVER FUND, L.P.
By: /s/ Thomas Bruce Akin
Thomas Bruce Akin, Managing General Partner