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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 10-K
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
DYNEX SECURITIES CORPORATION
----------------------------
(Exact name of registrant as specified in its charter)
0-20552
(Commission File Number)
Virginia 52-1785164
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4551 Cox Road, Suite 300, Glen Allen, Virginia 23060-6740
(Address of principal executive offices) (Zip Code)
(804) 217-5800
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]
Aggregate market value of voting stock held by non-affiliates of the registrant
as of the latest practicable date, February 28, 2003: NONE
As of February 28, 2003, the latest practicable date, there were 1,000 shares of
Dynex Securities Corporation common stock outstanding.
The registrant meets the conditions set forth in General Instruction I(1)(a) and
(b) of Form 10-K and, therefore, is furnishing the abbreviated narrative
disclosure specified in Paragraph (2) of General Instruction I.
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DYNEX SECURITIES CORPORATION
2002 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
Page
PART I.
Item 1. Business........................................................... 1
Item 2. Properties......................................................... 1
Item 3. Legal Proceedings.................................................. 1
Item 4. Submission of Matters to a Vote of Security Holders................ 2
PART II.
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters....................................... 2
Item 6. Selected Financial Data............................................ 2
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations............................................. 2
Item 7A. Quantitative and Qualitative Disclosures about Market Risk......... 2
Item 8. Financial Statements and Supplementary Data........................ 2
Item 9. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure.............................................. 5
PART III.
Item 10. Directors and Executive Officers of the Registrant............... 5
Item 11. Executive Compensation........................................... 5
Item 12. Security Ownership of Certain Beneficial Owners
and Management.................................................. 5
Item 13. Certain Relationships and Related Transactions................... 6
PART IV.
Item 14. Controls And Procedures.......................................... 6
Item 15. Exhibits, Financial Statement Schedules
and Reports on Form 8-K......................................... 6
SIGNATURES .................................................................11
PART I
------
Item 1. Business
Dynex Securities Corporation (the "Company"), was incorporated in
Virginia on July 8, 1992 as a wholly-owned, limited-purpose financing subsidiary
of SMFC Funding Corporation, a Virginia corporation ("SMFC"). On January 1,
1997, SMFC dividended all of the outstanding stock of the Company, represented
by 1,000 shares of common stock, to Dynex Holding, Inc. ("DHI"), an affiliate
company. On November 1, 2000, DHI sold all of the capital stock to Dynex
Capital, Inc., an affiliate of DHI.
The Company was organized to facilitate the securitization of mortgage
loans through the issuance and sale of collateralized bonds ("Bonds") and
certificates of participation ("Mortgage Securities"). The Bonds will be issued
pursuant to an indenture or indentures and will be secured by securities backed
by one or more of the following: mortgage loans, Federal National Mortgage
Association Mortgage-Backed Certificates, insurance policies, and various
accounts and funds (collectively, the "Collateral"). The Collateral for a series
of Bonds will be pledged to a trustee. The Mortgage Securities will represent a
percentage interest in a pool of Collateral purchased by a trust established by
the Company.
After payment of the expenses of an offering and certain administrative
expenses, the net proceeds from an offering of Bonds or Mortgage Securities will
be used to purchase Collateral from Dynex Capital, Inc., the Company (in the
case of Mortgage Securities issued by a trust) or various third parties.
After the issuance of a series of Bonds, the Company may sell the
Collateral securing that series of Bonds, subject to the lien of the Bonds.
From the date of its inception to December 31, 2002, the Company has
issued 30 series of Mortgage Securities on behalf of SMFC totaling $6.7 billion
and has not issued any series of Bonds. During 2002 and 2001, the Company issued
no Mortgage Securities on behalf of Dynex Capital, Inc.
The Mortgage Securities and Bonds and the related Collateral are
excluded from the financial statements of the Company since the issuance of
these Mortgage Securities and Bonds has been accounted for by SMFC as a sale of
the associated Collateral in accordance with generally accepted accounting
principles.
At December 31, 2002, the Company had $1.4 billion of securities
remaining for issuance under a registration statement filed with the Securities
and Exchange Commission in October 1994. Securities sold through private
placements by the Company do not reduce the amount available under the shelf
registration statements.
Substantially all classes of Mortgage Securities issued, except for
those sold in a private placement, have been rated in the two highest categories
(i.e. AA or AAA) by one or more nationally recognized statistical rating
agencies. The Company may issue additional Mortgage Securities and Bonds in the
future.
The Company competes in a national market with other private conduits,
thrift institutions, and financial firms. Economic conditions, interest rates,
regulatory changes and market dynamics all influence the mortgage securities
market.
Item 2. Properties
The Company has no physical properties.
Item 3. Legal Proceedings
None.
Item 4. Submission of Matters to a Vote of Security Holders
Information in response to this Item is omitted pursuant to General
Instruction I.
PART II
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Item 5. Market for the Registrant's Common Equity
and Related Stockholder Matters
All of the Company's outstanding common stock is owned by Dynex
Capital, Inc. Accordingly, there is no market for its common stock. The Company
has paid no dividends with respect to its common stock.
Item 6. Selected Financial Data
Information in response to this Item is omitted pursuant to General
Instruction I. (See Item 7)
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Since inception, the Company has used its shelf registration statements
to issue Mortgage Securities on behalf of SMFC. The Mortgage Securities and the
related mortgage collateral are excluded from the financial statements of the
Company since the issuance of these Mortgage Securities has been accounted for
as sales of the associated collateral in accordance with generally accepted
accounting principles. All fees and related expenses in connection with issuance
and administrative services related to the Mortgage Securities are recorded in
the financial statements of SMFC. Accordingly, the statements of operations,
shareholder's equity and cash flows for the years ended December 31, 2002, 2001,
and 2000 have not been provided.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
None.
Item 8. Financial Statements and Supplementary Data
AUDITED FINANCIAL STATEMENTS
DYNEX SECURITIES CORPORATION
December 31, 2002 and 2001
Independent Auditors' Report for the years ended December 31, 2002
and 2001....................................................................3
Balance Sheets................................................................4
Notes to Balance Sheets.......................................................5
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Dynex Securities Corporation:
We have audited the accompanying balance sheets of Dynex Securities Corporation,
(the "Corporation"), (a wholly owned subsidiary of Dynex Capital Inc.), as of
December 31, 2002 and 2001. These balance sheets are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
balance sheets based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the balance
sheets are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the balance sheets. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall balance sheet
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such balance sheets present fairly, in all material respects,
the financial position of Dynex Securities Corporation as of December 31, 2002
and 2001, in conformity with accounting principles generally accepted in the
United States of America.
DELOITTE & TOUCHE LLP
Richmond, Virginia
March 20, 2003
DYNEX SECURITIES CORPORATION
BALANCE SHEETS
December 31, 2002 and 2001
2002 2001
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ASSETS
Cash $ 10,000 $ 10,000
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STOCKHOLDER'S EQUITY
Common Stock, no par value;
1,000 shares authorized, issued and outstanding $ 10,000 $ 10,000
=========== ===========
See accompanying notes to the balance sheets.
NOTES TO BALANCE SHEETS
DYNEX SECURITIES CORPORATION
December 31, 2002 and 2001
Note 1 - Formation Of The Company
Dynex Securities Corporation (the "Company"), was incorporated in
Virginia on July 8, 1992 as a wholly-owned, limited-purpose financing subsidiary
of SMFC Funding Corporation, a Virginia corporation ("SMFC"). On January 1,
1997, SMFC dividended all of the outstanding stock of the Company, represented
by 1,000 shares of Common Stock, to Dynex Holding, Inc. ("DHI"), an affiliate
company. On November 1, 2000, DHI sold all of the capital stock of the Company
to Dynex Capital, Inc., an affiliate of DHI. The Company was organized to
facilitate the securitization of mortgage loans through the issuance and sale of
certificates of participation ("Mortgage Securities") and collateralized
mortgage obligations ("Bonds").
The Mortgage Securities and the related mortgage collateral are
excluded from the financial statements of the Company since the issuance of
these Mortgage Securities has been accounted for as a sale by SMFC of the
associated mortgage collateral in accordance with generally accepted accounting
principles. All fees and expenses related to issuance and administrative
services for securities issued under the Company's shelf registration statements
are recorded in the financial statements of SMFC. Accordingly, the statements of
operations, shareholder's equity and cash flows for the years ended December 31,
2002, 2001, and 2000 have not been provided.
NOTE 2 - SECURITIES ISSUANCES
The Company uses its shelf registration statements to issue securities
on behalf of other companies. For the year ended December 31, 2002 and 2001, the
Company issued no Mortgage Securities. The Company did not issue any Bonds in
2002, 2001, or 2000. The outstanding aggregate principal balance at December 31,
2002 and 2001 of securities issued by the Company was $0.3 billion and $0.7
billion, respectively. These securities were secured by mortgage collateral with
an outstanding aggregate principal balance of $0.3 billion and $0.7 billion at
December 31, 2002 and 2001, respectively.
At December 31, 2002, the Company had $1.4 billion remaining for
issuance under registration statements filed with the Securities and Exchange
Commission.
Item 9. Changes In and Disagreements with Accountants on Accounting
and Financial Disclosure
None
PART III
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Item 10. Directors and Executive Officers of the Registrant
Information in response to this Item is omitted pursuant to General
Instruction I.
Item 11. Executive Compensation
Information in response to this Item is omitted pursuant to General
Instruction I.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information in response to this Item is omitted pursuant to General
Instruction I.
Item 13. Certain Relationships and Related Transactions
Information in response to this Item is omitted pursuant to General
Instruction I.
PART IV
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Item 14. Controls and Procedures
(a) Evaluation of disclosure controls and procedures.
------------------------------------------------
As required by Rule 13a-15 under the Exchange Act, within 90 days prior
to the filing date of this annual report (the "Evaluation Date"), the Company
carried out an evaluation of the effectiveness of the design and operation of
the Company's disclosure controls and procedures. This evaluation was carried
out under the supervision and with the participation of the Company's
management. Based upon that evaluation, the Company's management concluded that
the Company's disclosure controls and procedures are effective. Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in the Company's reports filed
or submitted under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in the
Company's reports filed under the Exchange Act is accumulated and communicated
to management, including the Company's management, as appropriate, to allow
timely decisions regarding required disclosures.
(b) Changes in internal controls.
----------------------------
There were no significant changes in the Company's internal controls or
in other factors that could significantly affect the Company's internal controls
subsequent to the Evaluation Date, nor any significant deficiencies or material
weaknesses in such internal controls requiring corrective actions.
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Financial Statements - see Item 8
Exhibits
Number Exhibit
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3.1 Articles of Incorporation of the Registrant
(Incorporated herein by reference to the Exhibits to
Registrant's Registration Statement No. 33-49520 on
Form S-11 filed July 10, 1992).
3.2 By-Laws of the Registrant (Incorporated herein by
reference to the Exhibits to Registrant's Registration
Statement No. 33-49520 on Form S-11 filed July 10,
1992).
4.1 Form of Trust Agreement dated July 1, 1992,
(Incorporated herein by reference to Exhibits
to Registrant's Registration Statement No.
33-49520 on Form S-11 filed July 10, 1992).
4.2 Standard Terms to Trust Agreement dated July 1,
1992 (Incorporated herein by reference to
the Exhibits to Registrant's Registration
Statement No. 33-49520 on Form S-11 filed July 10,
1992).
4.3 Copy of Series 1992-1 Trust Agreement dated as
of August 1, 1992, among Registrant, Ryland
Mortgage Company, as Master Servicer, and
Texas Commerce Bank National Association, as
Trustee (Incorporated herein by reference to
Exhibit to the Registrant's Current Report on
Form 8-K, filed September 4, 1992).
4.4 Copy of Series 1992-2 Trust Agreement dated as
of September 1, 1992, among Registrant, Ryland
Mortgage Company, as Master Servicer, and
Texas Commerce Bank National Association, as
Trustee (Incorporated herein by reference to
Exhibit to the Registrant's Current Report on
Form 8-K, filed October 14, 1992).
4.5 Copy of Series 1992-3 Trust Agreement dated as
of October 1, 1992, among Registrant, Ryland
Mortgage Company, as Master Servicer, and
Texas Commerce Bank National Association, as
Trustee (Incorporated herein by reference to
Exhibit to the Registrant's Current Report on
Form 8-K, filed November 6, 1992).
4.6 Copy of Series 1992-4 Trust Agreement dated as
of November 1, 1992, among Registrant, Ryland
Mortgage Company, as Master Servicer, and
Texas Commerce Bank National Association, as
Trustee (Incorporated herein by reference to
Exhibit to the Registrant's Current Report on
Form 8-K, filed December 7, 1992).
4.7 Copy of Series 1992-6 Trust Agreement dated as
of December 1, 1992, among Registrant, Ryland
Mortgage Company, as Master Servicer, and
Texas Commerce Bank National Association, as
Trustee (Incorporated herein by reference to
Exhibit to the Registrant's Current Report on
Form 8-K, filed January 7, 1993).
4.8 Copy of the Series 1993-8 Trust Agreement
dated as of August 1, 1993, among Registrant,
Ryland Mortgage Company, as Master Servicer,
and Texas Commerce Bank National Association,
as Trustee (Incorporated herein by reference
to the Exhibits to the Registrant's Current
Report on Form 8-K, filed September 3, 1993).
4.9 Standard Terms to Trust Agreement, dated
August 1, 1993 (Incorporated herein by
reference to the Exhibits to the Registrant's
Current Report on Form 8-K, filed September 3,
1993).
4.10 Copy of the Series 1993-10 Trust Agreement
dated as of October 1, 1993, among the
Registrant, Ryland Mortgage Company, as Master
Servicer, and Texas Commerce Bank National
Association, as Trustee (Incorporated herein
by reference to the Exhibits to the
Registrant's Current Report on Form 8-K, filed
November 1, 1993).
4.11 Copy of the Series 1994-2 Trust agreement
dated as of January 1, 1994, among the
Registrant, Ryland Mortgage Company, as Master
Servicer, and Texas Commerce Bank National
Association, as Trustee (Incorporated herein
by reference to the Exhibits to the
Registrant's Current Report on form 8-K, filed
February 10, 1994).
4.12 Copy of the Series 1994-4 Trust Agreement
dated as of March 1, 1994, among the
Registrant, Ryland Mortgage Company, as Master
Servicer, and Texas Commerce Bank National
Association, as Trustee (Incorporated herein
by reference to the Exhibits to the
Registrant's Current Report on Form 8-K, filed
April 13, 1994).
4.13 Copy of the Series 1994-2 First Amendment to
Trust Agreement dated as of March 15, 1994,
among the Registrant, Ryland Mortgage Company,
as Master Servicer, and Texas Commerce Bank
National Association, as Trustee (Incorporated
herein by reference to the Exhibits to the
Registrant's Current Report on Form 8-K, filed
May 5, 1994).
4.14 Copy of the Series 1994-4 First Amendment to
Trust Agreement dated as of April 15, 1994,
among the Registrant, Ryland Mortgage Company,
as Master Servicer, and Texas Commerce Bank
National Association, as Trustee (Incorporated
herein by reference to the Exhibits to the
Registrant's Current Report on Form 8-K, filed
May 18, 1994).
4.15 Copy of the Series 1994-9 Trust Agreement,
dated as of June 1, 1994, by and among the
Registrant, Ryland Mortgage Company, as Master
Servicer, and Texas Commerce Bank National
Association, as Trustee (Incorporated herein
by reference to the Exhibits to the
Registrant's Current Report on Form 8-K, filed
July 12, 1994).
4.16 Standard Terms to Trust Agreement (August 1994
Edition) (Incorporated herein by reference to
the Exhibits to the Registrant's Current
Report on Form 8-K, filed September 13, 1994).
4.17 Copy of the Series 1994-2 Second Amendment to
Trust Agreement dated as of September 27,
1994, among the Registrant, Ryland Mortgage
Company, as Master Servicer, and Texas
Commerce Bank National Association, as Trustee
(Incorporated herein by reference to the
Exhibits to the Registrant's Current Report on
Form 8-K, filed October 5, 1994).
4.18 Copy of the Series 1993-10 First Amendment to
Trust Agreement, dated as of October 7, 1994,
by and among the Registrant, Ryland Mortgage
Company, as Master Servicer, and Texas
Commerce Bank National Association, as Trustee
(Incorporated herein by reference to the
Exhibits to the Registrant's Current Report on
Form 8-K, filed October 13, 1994).
4.19 Standard Terms to Trust Agreement (Pool
Insurance) (October 1994 Edition)
(Incorporated herein by reference to the
Exhibits to the Registrant's Current Report on
Form 8-K, filed November 10, 1994).
4.20 Copy of the Series 1993-8 First Amendment to
Trust Agreement, dated as of November 1, 1994,
by and among the Registrant, Ryland Mortgage
Company, as Master Servicer, and Texas
Commerce Bank National Association, as Trustee
(Incorporated herein by reference to the
Exhibits to the Registrant's Current Report on
Form 8-K, filed December 15, 1994).
4.21 Copy of the Series 1994-4 Second Amendment to
Trust Agreement, dated as of November 1, 1994,
by and among the Registrant, Ryland Mortgage
Company, as Master Servicer, and Texas
Commerce Bank National Association, as Trustee
(Incorporated herein by reference to the
Exhibits to the Registrant's Current Report on
Form 8-K, filed December 15, 1994).
4.22 Copy of the September 1995 Edition of Standard
Terms to Trust Agreement (with Servicing
Agreement for Credit Sensitive Loans)
(Incorporated herein by reference to the
Exhibits to the Registrant's Current Report on
Form 8-K, filed October 12, 1995).
4.23 Copy of the Series 1995-2 Trust Agreement,
dated as of September 1, 1995, by and among
the Registrant, Resource Mortgage Capital,
Inc., as Master Servicer, and Texas Commerce
Bank National Association, as Trustee
(Incorporated herein by reference to the
Exhibits to the Registrant's Current Report on
Form 8-K, filed October 12, 1995).
99.1 Standard Provisions to Servicing Agreement
(December 1992 Edition) (Incorporated herein
by reference to the Exhibits to Registrant's
Registration Statement No. 33-57204 on Form
S-11 filed January 21, 1993).
99.2 Copy of the Support Fund Agreement, dated as
of June 29, 1994 between Texas Commerce Bank
National Association, as Trustee, and Texas
Commerce Bank National Association, as
Custodian (Incorporated herein by reference to
Exhibit to the Registrant's Current Report on
Form 8-K, filed July 11, 1994).
99.3 Copy of the Support Fund Agreement, dated as
of October 27, 1994 by and between SHF Corp.
and Texas Commerce Bank National Association,
as Support Fund Trustee (Incorporated herein
by reference to Exhibit to the Registrant's
Current Report on Form 8-K, filed November 10,
1994).
99.4 Copy of Financial Guaranty Insurance Policy
No. 50306-N issued by Financial Security
Assurance Inc., dated June 28, 1994, with
respect to the Series 1994-9 Securities
(Incorporated herein by reference to Exhibit
to the Registrant's Current Report on Form
10-K, filed March 21, 1995).
99.5 Copy of Financial Security Insurance Policy
No. 50398A-N issued by Financial Security
Assurance Inc., together with Endorsements,
relating to the Series 1995-2 Class 1A-2
Securities (Incorporated herein by reference
to Exhibit to the Registrant's Current Report
on Form 8-K, filed October 12, 1995).
99.6 Copy of Financial Security Insurance Policy
No. 50398A-N issued by Financial Security
Assurance Inc., together with Endorsements,
relating to the Series 1995-2 Class 1A-3
Securities (Incorporated herein by reference
to Exhibit to the Registrant's Current Report
on Form 8-K, filed October 12, 1995).
99.7 Copy of the Meritech Servicing Agreement dated
September 1, 1995 (Incorporated herein by
reference to Exhibit to the Registrant's
Current Report on Form 8-K, filed October 12,
1995).
99.8 Copy of the Standard Terms to Meritech
Servicing Agreement for Saxon Mortgage
Securities Corporation, September 1995 Edition
(Incorporated herein by reference to Exhibit
to the Registrant's Current Report on Form
8-K, filed October 12, 1995).
99.9 Copy of the Saxon Mortgage, Inc. Servicing
Guide for Credit Sensitive Loans, February
1995 Edition (Incorporated herein by reference
to Exhibit to the Registrant's Current Report
on Form 8-K, filed October 12, 1995).
99.10 Certification of Principal Executive Officer pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
99.11 Certification of Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K
None
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
DYNEX SECURITIES CORPORATION
(Registrant)
March [5], 2003 By: /s/ Stephen J. Benedetti
-----------------------------------
Stephen J. Benedetti
Treasurer (Principal Executive
Officer and Principal Financial &
Accounting Officer)
Pursuant to the requirements of the Securities and Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Capacity Date
/s/ C. M. Bachtell Director March 28, 2003
- -------------------------------
C. M. Bachtell
EXHIBIT INDEX
Sequentially
Exhibit Numbered Page
23.1 Consent of DELOITTE & TOUCHE LLP I-1
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the registration statement No
33-84846 of Dynex Securities Corporation on Form S-3 of our report dated March
20, 2003, appearing in this Annual Report on Form 10-K of Dynex Securities
Corporation for the year ended December 31, 2002.
DELOITTE & TOUCHE LLP
Richmond, Virginia
March 28, 2003
CERTIFICATION
PURSUANT TO 17 CFR 240.13a-14
PROMULGATED UNDER
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Stephen J. Benedetti, certify that:
1. I have reviewed this annual report on Form 10-K of Dynex Securities
Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
(a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this annual report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and
(c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: March 28, 2003 /s/ Stephen J. Benedetti
------------------------------------------
Stephen J. Benedetti
Principal Executive Officer
CERTIFICATION
PURSUANT TO 17 CFR 240.13a-14
PROMULGATED UNDER
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Stephen J. Benedetti, certify that:
1. I have reviewed this annual report on Form 10-K of Dynex Securities
Corporation.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
(a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this annual report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and
(c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: March 28, 2003 /s/ Stephen J. Benedetti
------------------------------------------
Stephen J. Benedetti
Chief Financial Officer
Exhibit 99.10
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Dynex Securities Corporation
(the "Company") on Form 10-K for the year ending December 31, 2002, as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Stephen J. Benedetti, the Principal Executive Officer of the Company,
certify, pursuant to and for purposes of 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934;
and
(2) The information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the Company.
March 28, 2003 /s/ Stephen J. Benedetti
------------------------------------------
Stephen J. Benedetti
Principal Executive Officer
Exhibit 99.11
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Dynex Securities Corporation
(the "Company") on Form 10-K for the year ending December 31, 2002, as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Stephen J. Benedetti, the Chief Financial Officer of the Company, certify,
pursuant to and for purposes of 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of
the Company.
/s/ Stephen J. Benedetti
------------------------------------------
Stephen J. Benedetti
Chief Financial Officer
March 28, 2003