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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 14, 2004
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DYNEX CAPITAL, INC.
(Exact name of registrant as specified in its charter)
Virginia 1-9819 52-1549373
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
4551 Cox Road, Suite 300, 23060-6740
Glen Allen, Virginia (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (804) 217-5800
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement.
On September 14, 2004, Dynex Capital, Inc. (the "Company") executed a
definitive Asset Purchase Agreement dated as of September 13, 2004 among GLS
Capital-Cuyahoga, Inc., a subsidiary of the Company ("GLS Capital"),
GLS-Cuyahoga Lien Pool One, Inc., a wholly-owned subsidiary of GLS Capital ("GLS
Lien Pool One"), the Company and Plymouth Park Tax Services, LLC ("PPTS"). Under
this agreement, GLS Capital and GLS Lien Pool One sold substantially all of
their tax lien portfolio and other assets to PPTS, and PPTS assumed
substantially all of their liabilities. The total proceeds from the sale are
approximately $20 million. Approximately $19 million of the proceeds are
expected at the first closing scheduled to occur on September 20, 2004, $700
thousand of which will be held in escrow for up to one year for customary
representations and warranties. A second closing for the balance of the
proceeds, which will also be held in escrow, is expected to occur within the
next sixty days. The amount of the additional proceeds is subject to a maximum
$750 thousand, and is based on the excess of new tax liens purchased by PPTS
from the Treasurer, Cuyahoga County, under the terms of the contract between GLS
Capital and the Treasurer, Cuyahoga County, assigned to PPTS in connection with
the entering into the Agreement.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DYNEX CAPITAL, INC.
Date: September 17, 2004 By: /s/ Stephen J. Benedetti
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Stephen J. Benedetti
Executive Vice President and
Chief Financial Officer