UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20459
SCHEDULE TO-I/A
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
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)
THOMAS H. POTTS, PRESIDENT
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)
COPY TO:
ELIZABETH R. HUGHES, ESQUIRE
VENABLE, BAETJER & HOWARD, LLP
2010 CORPORATE RIDGE, SUITE 400
McLEAN, VA 22102
(703) 760-1649
CALCULATION OF FILING FEE
TRANSACTION VALUATION: AMOUNT OF FILING FEE:
*$15,081,566 .........**$3,016
*CALCULATED SOLELY FOR THE PURPOSE OF DETERMINING THE AMOUNT OF FILING FEE,
ASSUMING THE PURCHASE OF 212,817 SHARES OF SERIES A PREFERRED STOCK AT THE
TENDER OFFER PRICE OF $16.80 PER SHARE, THE PURCHASE OF 297,746 SHARES OF SERIES
B PREFERRED STOCK AT THE TENDER OFFER PRICE OF $17.15 PER SHARE, AND THE
PURCHASE OF 304,757 SHARES OF SERIES C PREFERRED STOCK AT THE TENDER OFFER PRICE
OF $21.00 PER SHARE.
**THIS AMOUNT WAS PREVIOUSLY PAID IN CONNECTION WITH THE ORIGINAL FILING OF THIS
SCHEDULE TO ON SEPTEMBER 6, 2001.
[ X ]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: $3,016 Form or Registration No.: 005-41043
Filing Party: Dynex Capital, Inc. Date Filed: September 6, 2001
[ ] 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.
[ ] going-private transaction subject to Rule13e-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: [ X ]
This Final Amendment to the Issuer Tender Offer Statement on Schedule TO filed
with the Securities and Exchange Commission on September 6, 2001, and amended by
Amendment No. 1 filed on September 24, 2001, and Amendment No. 2 filed on
October 2, 2001, relates to the offer by Dynex Capital, Inc. to purchase shares
of its Series A preferred stock, Series B preferred stock, and Series C
preferred stock all upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated September 6, 2001, as amended, and the related
Letters of Transmittal.
Item 4. Terms of Transaction.
Item 4 is hereby amended and supplemented by adding the following at
the end thereof:
"The Offer expired at 5:00 p.m. New York City time, on October 10,
2001. Dynex accepted a total of approximately 114,933 shares of its Series A
preferred stock at a purchase price of $16.80 per share, approximately 169,919
shares of its Series B preferred stock at a purchase price of $17.15 per share,
and approximately 201,665 shares of its Series C preferred stock at a purchase
price of $21.00 per share."
Item 12. Exhibits.
Item 12 is hereby amended and supplemented by adding the following
additional Exhibit:
(a)(1)(H) Press Release issued by Dynex Capital, Inc. on
October 15, 2001.
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/ Thomas H. Potts
------------------------------------------
Thomas H. Potts
President
Dated: October 15, 2001
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
(a)(1)(A) Offer to Purchase dated September 6, 2001.*
(a)(1)(B)(i) Series A Preferred Stock Letter of Transmittal.*
(a)(1)(B)(ii) Series B Preferred Stock Letter of Transmittal.*
(a)(1)(B)(iii) Series C Preferred Stock Letter of Transmittal.*
(a)(1)(C) Notice of Guaranteed Delivery.*
(a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees September 6, 2001.*
(a)(1)(E) Letter to Clients from Brokers, Dealers, Commercial
Banks, Trust Companies and other Nominees dated
September 6, 2001.*
(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.*
(a)(1)(G) Press Release (incorporated by reference to Dynex
Capital, Inc. Schedule TO filed with the Securities and
Exchange Commission on September 6, 2001).*
(a)(1)(H) Press Release issued by Dynex Capital, Inc. on October 15, 2001.
(a)(2)-(5) Not applicable.*
(b) Not applicable.*
(d) Not applicable.*
(e) Not applicable.*
(g) Not Applicable.*
* Previously filed on Schedule TO