-----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, BDfAAKfCKuz9IXEPwtH3AcnKRelVPKQIWzOCniG+XrNLm0s55lt07hLRfhQpVjG/ OaeMcfGDtzLax0+wA0XR6A== /in/edgar/work/0000895345-00-000686/0000895345-00-000686.txt : 20001031 0000895345-00-000686.hdr.sgml : 20001031 ACCESSION NUMBER: 0000895345-00-000686 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001030 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DYNEX CAPITAL INC CENTRAL INDEX KEY: 0000826675 STANDARD INDUSTRIAL CLASSIFICATION: [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: 748850 BUSINESS ADDRESS: STREET 1: 4551 COX RD STREET 2: STE 300 CITY: GLEN ALLEN STATE: VA ZIP: 23060 BUSINESS PHONE: 8049675800 MAIL ADDRESS: STREET 1: 4551 COX RD STREET 2: STE 300 CITY: GLEN ALLEN 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: CALIFORNIA INVESTMENT FUND LLC CENTRAL INDEX KEY: 0001110901 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 330688954 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 550 WEST C STREET STE 1000 CITY: SAN DIEGO STATE: CA ZIP: 92101 BUSINESS PHONE: 6196875000 MAIL ADDRESS: STREET 1: 550 WEST C STREET STE 1000 CITY: SAN DIEGO STATE: CA ZIP: 92101 SC 13D/A 1 0001.txt 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. 5) Dynex Capital, Inc. - --------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value per share - --------------------------------------------------------------------------- (Title of Class of Securities) 26817Q506 - --------------------------------------------------------------------------- (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 - --------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 27, 2000 - --------------------------------------------------------------------------- (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 -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 572,178 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- 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) 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 USA NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 572,178 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- 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) 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 USA NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 572,178 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- 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 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 October 3, 2000 and filed on October 3, 2000 with the SEC, Amendment No. 3 to Schedule 13D, dated October 17, 2000 and filed on October 17, 2000 with the SEC, and Amendment No. 4 to Schedule 13D, dated October 24, 2000 and filed on October 24, 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 (as amended, 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. 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"). A copy of the Extension Letter to Letter of Intent was attached as an Exhibit to the Fund's Amendment No. 4 to Schedule 13D filed on October 24, 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. On October 27, 2000, the Fund and Dynex agreed to further extend the expiration date of the Exclusivity Period under the Letter of Intent to November 3, 2000 (the "Second Extension Letter to Letter of Intent"). A copy of the Second 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. The other terms and conditions of the Letter of Intent remain unchanged. Other than with respect to the extension of the Exclusivity Period to November 3, 2000, the Letter of Intent remains in full force and effect. 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. 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. -------------------------------- Exhibit A - Second Extension Letter to Letter of Intent between the Fund and Dynex, dated October 27, 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 30, 2000 California Investment Fund, LLC, a California limited liability company By: /s/ Michael R. Kelly ---------------------------------- Michael R. Kelly Its:Managing Member Date: October 30, 2000 Michael R. Kelly By: /s/ Michael R. Kelly ---------------------------------- Michael R. Kelly, as an Individual Date: October 30, 2000 Richard Kelly By: /s/ Richard Kelly ---------------------------------- Richard Kelly, as an Individual EXHIBIT INDEX Exhibit A - Second Extension Letter to Letter of Intent between the Fund and Dynex, dated October 27, 2000. EX-99.1 2 0002.txt EXHIBIT A CALIFORNIA INVESTMENT FUND, LLC 550 West C Street, 10th Floor San Diego, CA 92101 October 27, 2000 CONFIDENTIAL - ------------ The Board of Directors of Dynex Capital, Inc. c/o Thomas H. Potts President Dynex Capital, Inc. 4551 Cox Road, Suite 300 Glen Allen, VA 23060 Re: Dynex Capital, Inc. ------------------- Gentlemen: Reference is hereby made to that certain letter of intent (the "Letter of Intent"), dated September 29, 2000, between California Investment Fund, LLC ("CIF") and Dynex Capital, Inc. ("Dynex") and to that certain letter agreement, dated October 22, 2000, between CIF and Dynex (the "Extension Letter"). Each of CIF and Dynex agrees that (i) the Letter of Intent, as amended by the Extension Letter, is hereby amended to extend the "No-Shop Period" thereunder until November 3, 2000 and (ii) the provisions of the Letter of Intent (including, without limitation, the obligations of the parties under Sections 1 and 6), as amended by the terms of the Extension Letter and this letter, remain in full force and effect. Very truly yours, CALIFORNIA INVESTMENT FUND, LLC By: /s/ Michael R. Kelly ---------------------------------- Name: Michael R. Kelly Agreed to and Accepted this 27th day of October, 2000 DYNEX CAPITAL, INC. By: /s/ Thomas H. Potts -------------------------------------- Name: Thomas H. Potts Title: President -----END PRIVACY-ENHANCED MESSAGE-----