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. 12)
Dynex Capital, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value per share
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(Title of Class of Securities)
26817Q506
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(CUSIP Number)
with a copy to:
Michael R. Kelly
550 West C Street
San Diego, CA 92101
(619) 687-5000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 5, 2001
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(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 April 3, 2000 and filed on April 4, 2000 with
the Securities and Exchange Commission ("SEC"), Amendment No. 1 to Schedule
13D, dated September 12, 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, Amendment No. 4 to
Schedule 13D, dated October 24, 2000 and filed on October 24, 2000 with the
SEC, Amendment No. 5 to Schedule 13D, dated October 30, 2000 and filed on
October 30, 2000 with the SEC, Amendment No. 6 to Schedule 13D, dated
November 8, 2000 and filed on November 8, 2000 with the SEC, Amendment No.
7 to Schedule 13D, dated December 12, 2000 and filed on December 12, 2000
with the SEC, Amendment No. 8 to Schedule 13D, dated December 21, 2000 and
filed on December 21, 2000 with the SEC, Amendment No. 9 to Schedule 13D,
dated December 27, 2000 and filed on December 27, 2000 with the SEC,
Amendment No. 10 to Schedule 13D, dated January 5, 2001 and filed on
January 5, 2001 with the SEC, and Amendment No. 11 to Schedule 13D, dated
January 30, 2001 and filed on January 30, 2001 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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In addition to the sources of funds previously described in this
Item 3 to Schedule 13D for purchases of securities of Dynex Capital, Inc.
("Dynex") by California Investment Fund, LLC (the "Fund") prior to the date
hereof, the Fund may obtain financing in an amount of up to $90 million
through Fremont Investment & Loan if and when future purchases of Dynex
securities are made in connection with an Acquisition Transaction (as
defined in Item 4 below). A copy of a letter from Fremont Investment &
Loan, dated as of February 5, 2001, with respect to providing financing is
attached hereto as Exhibit A and specifically incorporated herein by
reference, and the description herein of such letter is qualified in its
entirety by reference to such letter. If and when future purchases of Dynex
securities are made, the Reporting Persons may use a variety of sources of
funds; however, except as stated in response to this Item 3, the Reporting
Persons have no present plan, arrangement, or understanding in connection
with sources of funds for future purchases of the securities.
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
On November 7, 2000, the Fund and Dynex entered into a definitive
merger agreement (as amended, the "Merger Agreement") pursuant to which a
newly formed subsidiary of the Fund would merge with and into Dynex and
Dynex would become a wholly owned subsidiary of the Fund for a purchase
price of $90 million in cash for all of the equity of Dynex (the
"Acquisition Transaction"). Subsequently, on January 26, 2001, Dynex
delivered to the Fund a letter (the "January 26 Letter") purporting to
terminate the Merger Agreement, and on January 29, 2001, the Fund delivered
to Dynex a letter (the "Response Letter") urging Dynex to promptly rescind
any purported termination of the Merger Agreement. A copy of the Merger
Agreement was attached as Exhibit B to the Fund's Amendment No. 6 to
Schedule 13D filed on November 8, 2000 with the SEC, and is specifically
incorporated herein by reference, and the description herein of such merger
agreement is qualified in its entirety by reference to such agreement. A
copy of the Response Letter and the January 26 Letter were attached as
Exhibits A and B, respectively, to the Fund's Amendment No. 11 to Schedule
13D filed on January 30, 2001 with the SEC, and are specifically
incorporated herein by reference, and the description herein of such
letters is qualified in its entirety by reference to such letters. There
can be no assurance that an Acquisition Transaction will be completed on
the terms set forth in the Merger Agreement or otherwise.
On February 5, 2001, the Fund delivered to Dynex's board of
directors a letter from Fremont Investment & Loan with respect to providing
financing in connection with an Acquisition Transaction (the "Fremont
Letter") on the terms set forth in the Fremont Letter. A copy of the
Fremont Letter is attached hereto as Exhibit A and specifically
incorporated herein by reference, and the description herein of the Fremont
Letter is qualified in its entirety by reference to such letter.
In connection with an Acquisition Transaction, the Fund is also
considering the contribution of some or all of the assets of the Fund or
certain of its affiliates to Dynex. There can be no assurance that any such
contribution of assets will be pursued or completed.
On January 31, 2001, the Fund delivered a letter to counsel for
certain holders of Dynex's Senior Notes Due July 15, 2002, a copy of which
is attached hereto as Exhibit B and specifically incorporated herein by
reference, and the description herein of such letter is qualified in its
entirety by reference to such letter.
Depending on the outcome of the Acquisition Transaction, the Fund
reserves the right to formulate other plans and/or make other proposals,
and take such actions with respect to its investments 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.
Except as stated in this response to Item 4 and in furtherance of
closing the Acquisition Transaction pursuant to the terms of the Merger
Agreement, 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.
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Exhibit A -- Letter, dated as of February 5, 2001, from Fremont Investment
& Loan to California Investment Fund, LLC.
Exhibit B -- Letter, dated January 31, 2001, from California Investment
Fund, LLC to counsel for certain holders of Senior Notes Due
July 15, 2002 issued by Dynex Capital, Inc.
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: February 8, 2001 California Investment Fund, LLC,
a California limited liability company
By: /s/ Michael R. Kelly
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Michael R. Kelly
Its: Managing Member
Date: February 8, 2001 Michael R. Kelly
By: /s/ Michael R. Kelly
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Michael R. Kelly, as an Individual
Date: February 8, 2001 Richard Kelly
By: /s/ Richard Kelly
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Richard Kelly, as an Individual
EXHIBIT INDEX
Exhibit A -- Letter, dated as of February 5, 2001, from Fremont Investment
& Loan to California Investment Fund, LLC.
Exhibit B -- Letter, dated January 31, 2001, from California Investment
Fund, LLC to counsel for certain holders of Senior Notes Due
July 15, 2002 issued by Dynex Capital, Inc.