-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LQZAoR+wWO9KrTEj0kkCO6DN8KSR7/s0h346cjPg4anxIHe6q6pq2+nsJBlHQ7IP OLBbOTVZdDb3X+TKn5qZnw== 0000826675-98-000023.txt : 19980708 0000826675-98-000023.hdr.sgml : 19980708 ACCESSION NUMBER: 0000826675-98-000023 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980707 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DYNEX CAPITAL INC CENTRAL INDEX KEY: 0000826675 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 521549373 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-41043 FILM NUMBER: 98660950 BUSINESS ADDRESS: STREET 1: 10900 NUCKOLS ROAD STREET 2: SUITE 650 CITY: RICHMOND STATE: VA ZIP: 23060 BUSINESS PHONE: 8049675800 MAIL ADDRESS: STREET 1: 10900 NUCKOLS ROAD STREET 2: SUITE 650 CITY: RICHMOND STATE: VA ZIP: 23060 FORMER COMPANY: FORMER CONFORMED NAME: RESOURCE MORTGAGE CAPITAL INC/VA DATE OF NAME CHANGE: 19930722 FORMER COMPANY: FORMER CONFORMED NAME: RESOURCE MORTGAGE INVESTMENT CORP DATE OF NAME CHANGE: 19930505 FORMER COMPANY: FORMER CONFORMED NAME: RAC MORTGAGE INVESTMENT CORP /VA/ DATE OF NAME CHANGE: 19930505 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DYNEX CAPITAL INC CENTRAL INDEX KEY: 0000826675 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 521549373 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 10900 NUCKOLS ROAD STREET 2: SUITE 650 CITY: RICHMOND STATE: VA ZIP: 23060 BUSINESS PHONE: 8049675800 MAIL ADDRESS: STREET 1: 10900 NUCKOLS ROAD STREET 2: SUITE 650 CITY: RICHMOND STATE: VA ZIP: 23060 FORMER COMPANY: FORMER CONFORMED NAME: RESOURCE MORTGAGE CAPITAL INC/VA DATE OF NAME CHANGE: 19930722 FORMER COMPANY: FORMER CONFORMED NAME: RESOURCE MORTGAGE INVESTMENT CORP DATE OF NAME CHANGE: 19930505 FORMER COMPANY: FORMER CONFORMED NAME: RAC MORTGAGE INVESTMENT CORP /VA/ DATE OF NAME CHANGE: 19930505 SC 13D/A 1 SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (AMENDMENT NO. 1) (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13-d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) AutoBond Acceptance Corporation (Name of Issuer) Common Stock, No Par Value per Share (Title of Class of Securities) 052918109 (CUSIP Number) Elizabeth R. Hughes, Esquire Venable, Baetjer and Howard, LLP 1800 Mercantile Bank & Trust Building 2 Hopkins Plaza Baltimore, MD 21201 (410) 244-7400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 9, 1998 (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 [ ]. 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). CUSIP No.: 052918109 13D 1. NAME OF REPORTING PERSON: Dynex Holding, Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 541809773 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS: AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ][ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Virginia NUMBER OF SHARES 7. SOLE VOTING POWER: 5,974,500 shares BENEFICIALLY OWNED BY 8. SHARED VOTING POWER: 0 shares EACH REPORTING 9. SOLE DISPOSITIVE POWER: 5,974,500 shares PERSON WITH 10. SHARED DISPOSITIVE POWER: 0 shares 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 5,974,500 shares 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 91.5% 14. TYPE OF REPORTING PERSON: CO CUSIP No.: 052918109 13D 1. NAME OF REPORTING PERSON: Dynex Capital, Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 521549373 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS: WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ][ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Virginia NUMBER OF SHARES 7. SOLE VOTING POWER: 5,974,500 shares BENEFICIALLY OWNED BY 8. SHARED VOTING POWER: 0 shares EACH REPORTING 9. SOLE DISPOSITIVE POWER: 5,974,500 shares PERSON WITH 10. SHARED DISPOSITIVE POWER: 0 shares 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 5,974,500 shares 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 91.5% 14. TYPE OF REPORTING PERSON: CO Item 1. Security and Issuer. This Amendment No. 1 to Schedule 13D of the Common Stock of AutoBond Acceptance Corporation (the "Issuer") is being filed on behalf of the undersigned to amend the Schedule 13D (the "Schedule 13D"), which was originally filed on June 19, 1998. Unless otherwise indicated, all capitalized items used herein but not defined herein shall have the same meaning as set forth in the Schedule 13D. The class of equity to which this statement refers is common stock, no par value (the "Common Stock"), of AutoBond Acceptance Corporation, which has its principal executive office at 100 Congress Avenue, Austin, Texas 78701. Item 2. Identity and Background. (i) Dynex Holding, Inc., a Virginia corporation, ("Holding"), is in the business of originating loans and mortgages, with its principal business and office located at 10900 Nuckols Road, Third Floor, Richmond, Virginia 23060. Holding has not been convicted in a criminal proceeding during the last five years (excluding traffic violations or similar misdemeanors). Holding has not been a party to a civil proceeding described in Item 2(e) of Schedule 13D during the last five years. (ii) Dynex Capital, Inc., a Virginia corporation ("Dynex"), is a mortgage and consumer finance company which has elected to be treated as a real estate investment trust for federal income tax purposes. Dynex uses its loan production operations to create investments for its portfolio. Dynex's principal business and office are located at 10900 Nuckols Road, Third Floor, Richmond, Virginia 23060. Dynex has not been convicted in a criminal proceeding during the last five years (excluding traffic violations or similar misdemeanors). Dynex has not been a party to a civil proceeding described in Item 2(e) of Schedule 13D during the last five years. (iii) The executive officers of Holding are Thomas H. Potts, Lynn K. Geurin, Brian Murray and Stephen J. Benedetti. The directors of Holding are Thomas H. Potts, Lynn K. Geurin, Brian Murray and Stephen J. Benedetti. Each person controlling Holding is Thomas H. Potts, Lynn K. Geurin, Brian Murray and Stephen J. Benedetti. (iv) The executive officers of Dynex are Thomas H. Potts, Lynn K. Geurin, William J. Moore, William Robertson and William H. West, Jr. The directors of Dynex are J. Sidney Davenport, Richard C. Leone, Thomas H. Potts, Paul S. Reid, Donald B. Vaden and Barry S. Shein. For information required by Instruction C to Schedule 13D with respect to the persons set forth in the foregoing Item 2(iii) and (iv) ("Covered Persons"), reference is made to Schedule I annexed hereto and incorporated herein by reference. Item 3. Source and Amount of Funds or Other Consideration. Holding, Issuer and certain of Issuer's stockholders have entered into a stock option agreement (the "Stock Option Agreement") pursuant to which Holding may purchase all of the 5,474,500 shares of the Common Stock owned by such stockholders and any shares acquired by such stockholders during the term of the Stock Option Agreement (the "Stock Option"). The exercise price of the Stock Option is payable in shares of a newly issued series of preferred stock of Dynex, which number of shares is determined as set forth in Section 1.3, pages 2-3, of the Stock Option Agreement which is incorporated herein by reference as Exhibit 3.1 hereto. The right to exercise the Stock Option expires June 9, 1999. Dynex has purchased from Issuer a 12% convertible senior note due 2003 (the "Note"), with face amount of $3,000,000, convertible into 500,000 shares of Common Stock, subject to adjustment under certain circumstances, which circumstances are set forth in Section 8.04, pages 23-26, of that certain Senior Note Agreement dated as of the date hereof (the "Senior Note Agreement") which is incorporated herein by reference as Exhibit 3.2 hereto. The purchase price of such Note was $3,000,000 and was provided by working capital. The right to convert the Note into Common Stock expires May 31, 1999. Item 4. Purpose of Transaction. Dynex has entered into a credit arrangement with the Issuer to provide funding for the production of automobile loans originated by the Issuer. In connection therewith, Holding has entered into the Stock Option Agreement with the Issuer and Dynex has purchased the Note from the Issuer. The Stock Option expires June 9, 1999 and the right to convert into Common Stock under the Note expires May 31, 1999. During the term of the Stock Option Agreement, Holding and Dynex each intend to consider its right to exercise the Stock Option and to convert the Note, as the case may be, in light of various factors, including the Issuer's business, results of operations, financial condition and future prospects and general economic and industry conditions. Based upon such review, Holding or Dynex, as the case may be, will take such action as it deems appropriate in light of the circumstances existing from time to time. As a result of such review, Dynex may convert the Note and Holding may exercise its rights under the Stock Option. No decision with respect thereto has been made as of the date hereof. Neither Holding nor Dynex has at the present time formulated any plans or proposals of the type referred to in clauses (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) Aggregate Number of Shares of Common Stock Beneficially Owned: 5,974,500 shares of Common Stock are deemed beneficially owned by Dynex and Holding. Of this amount, 5,474,500 shares are deemed beneficially owned pursuant to the right to acquire such shares under the Stock Option Agreement at any time and 500,000 shares are deemed beneficially owned pursuant to the right to acquire such shares upon conversion under the Note at any time. Percentage of Class: 91.5% (as contained in Amendment No. 1 to the 1997 Form 10-K of the Issuer). (b) Upon exercise of the Stock Option, Holding will have sole power to vote and dispose of the 5,474,500 shares beneficially owned by it as set forth in Item 5(a). Upon conversion of the Note, Dynex will have sole power to vote and dispose of the 500,000 shares beneficially owned by it as set forth in Item 5(a). (c) Not applicable. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Although no arrangement exists between Holding and Dynex with respect to the Note and the Stock Option, Dynex owns substantially all of the outstanding capital stock of Holding. Further, certain of the executive officers, directors and stockholders of Holding are executive officers and directors of Dynex, as set forth in Item 2 above. Therefore, Holding and Dynex may be deemed to be under common control. Holding, Issuer and certain of Issuer's stockholders have entered into the Stock Option Agreement pursuant to which Holding may purchase all of the 5,474,500 shares of the Common Stock owned by such stockholders and any shares acquired by such stockholders during the term of the Stock Option. The exercise price of the Stock Option is payable in shares of a newly issued series of preferred stock of Dynex, which number of shares is determined as set forth in Section 1.3, pages 2-3, of the Stock Option Agreement which is incorporated herein by reference as Exhibit 3.1 hereto. The right to exercise the Stock Option expires June 9, 1999. Dynex has purchased from Issuer the Note which is a 12% convertible senior note due 2003, with face amount of $3,000,000, convertible into 500,000 shares of Common Stock, subject to adjustment under certain circumstances, which circumstances are set forth in Section 8.04, pages 23-26, of the Senior Note Agreement which is incorporated hereby by reference as Exhibit 3.2 hereto. The right to convert the Note into Common Stock expires May 31, 1999. Item 7. Material to be Filed as Exhibits. Exhibit No. Item 3.1 Stock Option Agreement. Incorporated by reference to Exhibit 3.1 of the Schedule 14A. 3.2 Senior Note Agreement. Incorporated by reference to Exhibit 3.2 of the Schedule 14A. 99.1 Joint Filing Agreement. Incorporated by reference to Exhibit 99.1 of the Schedule 14A. SIGNATURE After reasonable 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. Dated: July 2, 1998 DYNEX HOLDING, INC. By: s/ Stephen J. Benedetti Stephen J. Benedetti Vice President and Treasurer DYNEX CAPITAL, INC. By: s/ Stephen J. Benedetti Stephen J. Benedetti Vice President and Treasurer Schedule I Information with Respect to Covered Persons Item 2. Identity and Background. (a) and (b) Thomas H. Potts 10900 Nuckols Road, Suite 300 Glen Allen, VA 23060 Lynn K. Geurin 10900 Nuckols Road, Suite 300 Glen Allen, VA 23060 William J. Moore 10900 Nuckols Road, Suite 300 Glen Allen, VA 23060 William Robertson 10900 Nuckols Road, Suite 300 Glen Allen, VA 23060 William H. West, Jr. 10900 Nuckols Road, Suite 300 Glen Allen, VA 23060 J. Sidney Davenport 7202 Glen Forest Drive, Suite 202 Richmond, VA 23226 Richard C. Leone 41 East 70th Street New York, NY 10021 Paul S. Reid 1125 15th Street, N.W. Washington, DC 20005-2766 Donald B. Vaden 136 Matthew Scribener Williamsburg, VA 23185 Barry S. Shein 1423 Lincolnway East Goshen, IN 46526 Stephen J. Benedetti 10900 Nuckols Road, Suite 300 Glen Allen, VA 23060 Brian K. Murray 10900 Nuckols Road, Suite 300 Glen Allen, VA 23060 (c) Thomas H. Potts Dynex Capital, Inc. President 10900 Nuckols Road, Suite 300 Glen Allen, VA 23060 Lynn K. Geurin Dynex Capital, Inc. Executive Vice President 10900 Nuckols Road, Suite 300 and Chief Financial Officer Glen Allen, VA 23060 William J. Moore Dynex Capital, Inc. Executive Vice President 10900 Nuckols Road, Suite 300 Glen Allen, VA 23060 President Dynex Commercial, Inc. 10900 Nuckols Road, Suite 300 Glen Allen, VA 23060 William Robertson Dynex Capital, Inc. Executive Vice President 10900 Nuckols Road, Suite 300 Glen Allen, VA 23060 President Dynex Financial, Inc. 10900 Nuckols Road, Suite 300 Glen Allen, VA 23060 William H. West, Jr. Dynex Capital, Inc. Executive Vice President 10900 Nuckols Road, Suite 300 Glen Allen, VA 23060 J. Sidney Davenport Ryland Mortgage Company Executive Vice President 7202 Glen Forest Drive, Suite 202 Richmond, VA 23226 Richard C. Leone Twentieth Century Fund President 41 East 70th Street New York, NY 10021 Paul S. Reid Mortgage Bankers Association of Executive Vice President America 1125 15th Street N.W. Washington, DC 20005 Donald B. Vaden Attorney Attorney 136 Matthew Scribener Williamsburg, VA 23185 Barry S. Shein Commodore Corporation President 1423 Lincolnway East Goshen, IN 46526 Stephen J. Benedetti Dynex Capital, Inc. Vice President, Treasurer 10900 Nuckols Road, Suite 300 and Controller Glen Allen, VA 23060 Brian K. Murray Dynex Capital, Inc. Senior Vice President 10900 Nuckols Road, Suite 300 Glen Allen, VA 23060 (d) During the last five years, no Covered Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, no Covered Person has been 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, except for Thomas H. Potts. In July 1995, the Securities and Exchange Commission ("SEC") approved the settlement of its investigation with respect to a 1992 purchase of Dynex's common stock by Mr. Potts, Dynex's president. In connection with such settlement, the SEC filed a complaint in the United States District Court for the District of Maryland, and Mr. Potts agreed to (i) entry of an injunction permanently enjoining him from violating Section 10(b) of the Act, (ii) pay a civil penalty, and (iii) disgorge the implied profit on the purchase plus interest. (f) Each Covered Person is a U.S. citizen. Item 3. Source and Amount of Funds or Other Consideration. Not applicable. Item 4. Purpose of Transaction. None of the Covered Persons has at the present time any knowledge of plans or proposals of the type referred to in clauses (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) Mr. Potts beneficially owns an aggregate of 34,350 shares of Common Stock, which constitutes 0.53% of the Common Stock. None of the other Covered Persons beneficially own any Common Stock. (b) Mr. Potts has sole power to vote or direct the vote and sole power to dispose or direct the disposition of all 34,350 shares of Common Stock. None of the other persons beneficially own any Common Stock. (c) Except for Ms. Geurin and Mr. West, none of the Covered Persons have affected any transactions during the past sixty days. On May 6, 1998, Ms. Geurin and her spouse, as joint tenants, sold 2,000 shares of Common Stock at a price of $6.5625 per share. These shares were sold through the brokerage firm of Quick & Reilly. Ms. Geurin no longer owns any shares of Common Stock. On June 15, 1998, Mr. West sold 3,000 shares of Common Stock at a price of $8.00 per share. These shares were sold through the discount brokerage firm of Fidelity. Mr. West no longer owns any shares of Common Stock. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Not applicable. -----END PRIVACY-ENHANCED MESSAGE-----