UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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, 2003
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 __ No X
--
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 June 30, 2003: NONE
As of February 28, 2004, 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.
2
DYNEX SECURITIES CORPORATION
2003 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......................... 4
Item 8. Financial Statements and Supplementary Data........................................ 4
Item 9. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure............................................................... 11
Item 9A. Controls and Procedures............................................................ 11
PART III.
Item 10. Directors and Executive Officers of the Registrant................................. 12
Item 11. Executive Compensation............................................................. 12
Item 12. Security Ownership of Certain Beneficial Owners and Management..................... 12
Item 13. Certain Relationships and Related Transactions..................................... 12
Item 14. Principal Accountant Fees and Services............................................. 12
PART IV.
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.................... 12
SIGNATURES ................................................................................... 17
(i)
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 non-recourse securitization financing
("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, 2003, 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. The Company has not issued any Mortgage
Securities since 2000.
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 accounting principles generally
accepted in the United States of America ("generally accepted accounting
principles").
At December 31, 2003, 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, as a subsidiary organized by Dynex Capital, Inc., has no
physical properties.
Item 3. Legal Proceedings
None.
1
Item 4. Submission of Matters to a Vote of Security Holders
Information in response to this Item is omitted pursuant to General
Instruction I, Paragraph 2.
PART II
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. As the Company
recognized gains on sales of securities, the Company immediately dividended the
amounts to its parent. The toal amount for the year-ended December 31, 2003 was
$2,482.
Item 6. Selected Financial Data
Information in response to this Item is omitted pursuant to General
Instruction I, Paragraph 2. (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 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.
During 2003, several securities, for which the Company owned the call
rights, were called by the Company for the benefit of the Company's parent,
Dynex Capital, Inc. The security structure of these securities was
instantaneously collapsed and the loans were sold at a gain. Subsequent to the
issuance of its financial statements for the quarters ended March 31, 2003, June
30, 2003 and September 30, 2003, the management of the Company determined that
securities which were called pursuant to call rights owned by the Company and
sold at a gain represented net income to the Company which should be reported in
the Company's financial statements.
Although the Company owned the call rights to these securities and
called them and collapsed the security structure, this was done for the benefit
of the Company's parent company, Dynex Capital, Inc. and management did not
believe that the transaction required disclosure in the Company's financial
statements. As a result, the following unaudited quarterly financial information
has been restated from the amounts previously reported.
2
Statements of Operations Data
(amounts in thousands)
- ---------------------------------- -------------------------------------- --- -------------------------------------
Three Months Ended Nine Months Ended
September 30, 2003 September 30, 2003
-------------------------------------- -------------------------------------
(As Previously (As Previously
Reported) (As Restated) Reported) (As Restated)
----------------- ----------------- ---------------- ----------------
Gain on sale of investments $ - $ 937 $ - $ 2,482
----------------- ----------------- ---------------- ----------------
Net income $ - $ 937 $ - $ 2,482
================= ================= ================ ================
- ---------------------------------- ----------------- -- ----------------- --- ---------------- --- ----------------
- -------------------------------- -------------------------------------- -- --------------------------------------
Three Months Ended Six Months Ended
June 30, 2003 June 30, 2003
-------------------------------------- --------------------------------------
(As Previously (As Previously
Reported) (As Restated) Reported) (As Restated)
- -------------------------------- ----------------- -- ----------------- -- ----------------- -- -----------------
Gain on sale of investments $ - $ 1,158 $ - $ 1,545
----------------- ----------------- ----------------- -----------------
Net income $ - $ 1,158 $ - $ 1,545
================= ================= ================= =================
- -------------------------------- ----------------- -- ----------------- -- ----------------- -- -----------------
- -------------------------------- --------------------------------------------------------------------------------
Three Months Ended March 31, 2003
--------------------------------------------------------------------------------
(As Previously Reported) (As Restated)
- -------------------------------- -------------------------------------- -- --------------------------------------
Gain on sale of investments $ - $ 387
Net income $ - $ 387
- -------------------------------- -------------------------------------- -- --------------------------------------
Summary of Selected Quarterly Results (unaudited)
(amounts in thousands)
- ------------------------------------------------ -------------------------------- -------------------------------
Year ended December 31, 2003 First Quarter Second Quarter
-------------------------------- -------------------------------
(As previously (As previously
reported) (As restated) reported) (As restated)
- ------------------------------------------------ ---------------- --------------- ---------------- --------------
Operating results:
Gain on sale of investments $ - $ 387 $ - $ 1,158
Net income - 387 - 1,158
- ------------------------------------------------ ---------------- --------------- ---------------- --------------
- ------------------------------------------------- ---------------------------------------- ----------------------
Third Quarter Fourth Quarter
Year ended December 31, 2003
---------------------------------------- ----------------------
(As previously
reported) (As restated)
- ------------------------------------------------- -------------------- ------------------- ----------------------
Operating results:
Gain on sale of investments $ - $ 937 $ -
Net income - 937 -
- ------------------------------------------------- -------------------- ------------------- ----------------------
During the three-months ended December 31, 2003, the Company had no
income and recognized no gains. The Company will file amended Forms 10-Q for the
three months ended March 31, 2003, June 30, 2003 and September 30, 2003 as soon
as practicable. The Company had no activity for the year-ended December 31,
2002.
3
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
None.
Item 8. Financial Statements and Supplementary Data
DYNEX SECURITIES CORPORATION
Independent Auditors' Report ............................................................................5
Balance Sheets - December 31, 2003 and 2002..............................................................6
Statements of Income - For the years ended December 31, 2003, 2002 and 2001..............................7
Statements of Shareholder's Equity - For the years ended December 31, 2003, 2002 and 2001................8
Statements of Cash Flows - For the years ended December 31, 2003, 2002 and 2001..........................9
Notes to Financial Statements - For the years ended December 31, 2003, 2002 and 2001....................10
4
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, 2003 and 2002, and the related statements of income, shareholder's
equity, and cash flows for each of the three years in the period ended December
31, 2003. These financial statements are the responsibility of the Corporation's
management. Our responsibility is to express an opinion on these financial
statements 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 audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of Dynex Securities Corporation as of December
31, 2003 and 2002 and the results of their operations and their cash flows for
each of the three years in the period ended December 31, 2003 in conformity with
accounting principles generally accepted in the United States of America.
DELOITTE & TOUCHE LLP
Richmond, Virginia
April 9, 2004
5
DYNEX SECURITIES CORPORATION
BALANCE SHEETS
December 31, 2003 and 2002
(amounts in thousands except share data)
2003 2002
----------- -----------
ASSETS
Cash $ 10 $ 10
=========== ===========
SHAREHOLDER'S EQUITY
Common Stock, no par value;
1,000 shares authorized, issued and outstanding $ 10 $ 10
=========== ===========
See accompanying notes to financial statements.
6
DYNEX SECURITIES CORPORATION
STATEMENTS OF INCOME
For the years ended December 31, 2003, 2002 and 2001
(amounts in thousands)
2003 2002 2001
----------------- --------------- --------------
Gain on sale of investments $ 2,482 $ - $ -
----------------- --------------- --------------
Net income $ 2,482 $ - $ -
================= =============== ==============
See accompanying notes to financial statements.
7
DYNEX SECURITIES CORPORATION
STATEMENTS OF SHAREHOLDER'S EQUITY
For the years ended December 31, 2003, 2002 and 2001
(amounts in thousands except share data)
Retained
Common Earnings
Stock Shares Common (accumulated
Outstanding Stock deficit) Total
-------------- ---------- --------------- --------------
Balance at January 1, 2001 1,000 $ 10 $ - $ 10
Net income - - - -
Dividends and capital distributions - - - -
-------------- --- ---------- ----------------- ---------------
Balance at December 31, 2001 1,000 10 - 10
Net income - - - -
Dividends and capital distributions - - - -
-------------- ---------- ----------------- ---------------
Balance at December 31, 2002 1,000 10 - 10
Net income - - 2,482 2,482
Dividends and capital distributions - - (2,482) (2,482)
-------------- ---------- ----------------- ---------------
Balance at December 31, 2003 1,000 $ 10 $ - $ 10
============== ========== ================= ===============
See accompanying notes to financial statements.
8
DYNEX SECURITIES CORPORATION
STATEMENTS OF CASH FLOWS
For the years ended December 31, 2003, 2002 and 2001
(amounts in thousands)
2003 2002 2001
---------------- ----------------- -----------------
Operating activities:
Net income $ 2,482 $ - $ -
Adjustments to reconcile net income to net cash provided
by operating activities:
Gain on sale of investments (2,482) - -
---------------- ----------------- -----------------
Net cash provided by operating activities - - -
---------------- ----------------- -----------------
Investing activities:
Proceeds from sale of securities 2,482 - -
---------------- ----------------- -----------------
Net cash provided by investing activities 2,482 - -
---------------- ----------------- -----------------
Financing activities:
Dividends and capital distributions (2,482) - -
---------------- ----------------- -----------------
Net cash used for financing activities (2,482) - -
---------------- ----------------- -----------------
Net change in cash - - -
Cash at beginning of year 10 10 10
Cash at end of year $ 10 $ 10 $ 10
================ ================= =================
See accompanying notes to financial statements.
9
NOTES TO FINANCIAL STATEMENTS
DYNEX SECURITIES CORPORATION
December 31, 2003 and 2002
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 accounting principles
generally accepted in the United States of America, "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.
Basis of Presentation
The accompanying financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America,
hereinafter referred to as "generally accepted accounting principles."
NOTE 2 - SECURITIES ISSUANCES
The Company uses its shelf registration to issue securities on behalf
of other companies. For the year ended December 31, 2003 and 2002, the Company
issued no Mortgage Securities. The Company did not issue any Bonds in 2003,
2002, or 2001. The outstanding aggregate principal balance at December 31, 2003
and 2002 of securities issued by the Company was $65.2 million and $254.6
million, respectively. These securities were secured by mortgage collateral with
an outstanding aggregate principal balance of $65.2 million and $254.6 million
at December 31, 2003 and 2002, respectively.
At December 31, 2003, the Company had $1.4 billion remaining for
issuance under registration statements filed with the Securities and Exchange
Commission.
10
Item 9...Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure
None
Item 9A. Controls and Procedures
..........(a) Evaluation of disclosure controls and procedures.
------------------------------------------------
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.
As of the end of the period covered by this annual report, the
Company carried out an evaluation of the effectiveness of the
design and operation of the Company's disclosure controls and
procedures pursuant to Rule 13a-15 under the Exchange Act.
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,
except as described below.
The Company identified an internal control deficiency related
to the recording of realized gains on the sale of loans
collateralizing securities for which the Company owned the
call rights. For each of the called securities, the
securitization structure was collapsed and the loans were sold
to a third party at a gain. Originally the gain from the sale
of these loans was recorded in the financial statements of the
Company's parent. Management of the Company subsequently
determined that these gains should be reported as income for
the periods ended March 31, 2003, June 30, 2003 and September
2003 in the financial statements of the Company. The Company
will restate these interim periods as a result of the
deficiency. Management believes that it has performed the
appropriate procedures to ensure that the information included
herein for the year ended December 31, 2003 is materially
accurate in all reasonable aspects. This internal control
deficiency did not impact the consolidated financial
statements of the Company's parent.
In conducting its review of disclosure controls, management
concluded that sufficient disclosure controls and procedures,
other than this deficiency, did exist 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.
(b) Changes in internal controls.
There were no changes in the Company's internal control over
financial reporting identified in connection with the
evaluation of it that occurred during the Company's last
fiscal quarter that materially effected, or are reasonably
likely to materially affect internal control over financial
reporting.
11
PART III
Item 10. Directors and Executive Officers of the Registrant
Information in response to this Item is omitted pursuant to General
Instruction I, Paragraph 2.
Item 11. Executive Compensation
Information in response to this Item is omitted pursuant to General
Instruction I, Paragraph 2.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information in response to this Item is omitted pursuant to General
Instruction I, Paragraph 2.
Item 13. Certain Relationships and Related Transactions
Information in response to this Item is omitted pursuant to General
Instruction I, Paragraph 2.
Item 14. Principal Accountant Fees and Services
Information in response to this Item is omitted, as permitted by Form
10-K, because the Company is an asset-backed issuer as defined in Rule
13a-14(g) under the Securities Exchange Act of 1934, as amended.
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Financial Statements - see Item 8
Exhibits
Number Exhibit
3.1 Articles of Incorporation of the Registrant
(Attached as an exhibit to Registrant's
Registration Statement No. 33-49520 on Form
S-11 filed July 10, 1992, incorporated herein
by reference).
3.2 By-Laws of the Registrant (Attached as an
exhibit to Registrant's Registration Statement
No. 33-49520 on Form S-11 filed July 10, 1992,
incorporated herein by reference).
4.1 Form of Trust Agreement dated July 1, 1992,
(Attached as an exhibit to Registrant's
Registration Statement No. 33-49520 on Form
S-11 filed July 10, 1992, incorporated herein
by reference).
4.2 Standard Terms to Trust Agreement dated July
1, 1992 (Attached as an exhibit to
Registrant's Registration Statement No.
33-49520 on Form S-11 filed July 10, 1992,
incorporated herein by reference).
12
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 (Attached as an exhibit to the
Registrant's Current Report on Form 8-K, filed
September 4, 1992, incorporated herein by
reference).
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 (Attached as an exhibit to the
Registrant's Current Report on Form 8-K, filed
October 14, 1992, incorporated herein by
reference).
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 (Attached as an exhibit to the
Registrant's Current Report on Form 8-K, filed
November 6, 1992, incorporated herein by
reference).
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 (Attached as an exhibit to the
Registrant's Current Report on Form 8-K, filed
December 7, 1992, incorporated herein by
reference).
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 (Attached as an exhibit to the
Registrant's Current Report on Form 8-K, filed
January 7, 1993, incorporated herein by
reference).
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 (Attached as an exhibit to the
Registrant's Current Report on Form 8-K, filed
September 3, 1993, incorporated herein by
reference).
4.9 Standard Terms to Trust Agreement, dated
August 1, 1993 (Attached as an exhibit to
the Registrant's Current Report on Form 8-K,
filed September 3, 1993, incorporated herein
by reference).
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 (Attached as an
exhibit to the Registrant's Current Report
on Form 8-K, filed November 1, 1993,
incorporated herein by reference).
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 (Attached as an
exhibit to the Registrant's Current Report
on form 8-K, filed February 10, 1994,
incorporated herein by reference).
13
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 Attached as an exhibit to
the Registrant's Current Report on Form 8-K,
filed April 13, 1994, incorporated herein by
reference).
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 (Attached as
an exhibit to the Registrant's Current
Report on Form 8-K, filed May 5, 1994,
incorporated herein by reference).
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 (Attached as
an exhibit to the Registrant's Current
Report on Form 8-K, filed May 18, 1994,
incorporated herein by reference).
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 (Attached as an
exhibit to the Registrant's Current Report
on Form 8-K, filed July 12, 1994, incorporated
herein by reference).
4.16 Standard Terms to Trust Agreement (August 1994
Edition) (Attached as an exhibit to the
Registrant's Current Report on Form 8-K, filed
September 13, 1994, incorporated herein by
reference).
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
(Attached as an exhibit to the Registrant's
Current Report on Form 8-K, filed October 5,
1994, incorporated herein by reference).
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
(Attached as an exhibit to the Registrant's
Current Report on Form 8-K, filed October 13,
1994, incorporated herein by reference).
4.19 Standard Terms to Trust Agreement (Pool
Insurance) (October 1994 Edition) (Attached as
an exhibit to the Registrant's Current
Report on Form 8-K, filed November 10, 1994,
incorporated herein by reference).
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
(Attached as an exhibit to the Registrant's
Current Report on Form 8-K, filed December 15,
1994, incorporated herein by reference).
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
(Attached as an exhibit to the Registrant's
Current Report on Form 8-K, filed December 15,
1994, incorporated herein by reference).
14
4.22 Copy of the September 1995 Edition of Standard
Terms to Trust Agreement (with Servicing
Agreement for Credit Sensitive Loans)
(Attached as an exhibit to the Registrant's
Current Report on Form 8-K, filed October 12,
1995, incorporated herein by reference).
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
(Attached as an exhibit to the Registrant's
Current Report on Form 8-K, filed October 12,
1995, incorporated herein by reference).
10.1 Standard Provisions to Servicing Agreement
(December 1992 Edition) (Attached as an
exhibit to to Registrant's Registration
Statement No. 33-57204 on Form S-11 filed
January 21, 1993, incorporated herein by
reference).
10.2 Copy of the Meritech Servicing Agreement dated
September 1, 1995 (Attached as an exhibit to
to the Registrant's Current Report on Form
8-K, filed October 12, 1995, incorporated
herein by reference).
10.3 Copy of the Standard Terms to Meritech
Servicing Agreement for Saxon Mortgage
Securities Corporation, September 1995 Edition
(Attached as an exhibit to the Registrant's
Current Report on Form 8-K, filed October 12,
1995, incorporated herein by reference).
23.1 Consent of DELOITTE & TOUCHE LLP
31.1 Certification of Principal Executive Officer
and Principal Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Principal Executive Officer
and Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
99.1 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 (Attached as an exhibit to the
Registrant's Current Report on Form 8-K, filed
July 11, 1994, incorporated herein by
reference).
99.2 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 (Attached as an
exhibit to the Registrant's Current Report
on Form 8-K, filed November 10, 1994,
incorporated herein by reference).
99.3 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
(Attached as an exhibit to the Registrant's
Current Report on Form 10-K, filed March 21,
1995, incorporated herein by reference).
99.4 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 (Attached as an exhibit to the
Registrant's Current Report on Form 8-K, filed
October 12, 1995, incorporated herein by
reference).
15
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-3
Securities (Attached as an exhibit to the
Registrant's Current Report on Form 8-K, filed
October 12, 1995, incorporated herein by
reference).
99.6 Copy of the Saxon Mortgage, Inc. Servicing
Guide for Credit Sensitive Loans, February
1995 Edition (Attached as an exhibit to the
Registrant's Current Report on Form 8-K, filed
October 12, 1995, incorporated herein by
reference).
(b) Reports on Form 8-K
None
16
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)
April 15, 2004 By: /s/ Stephen J. Benedetti
-----------------------------------
Stephen J. Benedetti
President, Treasurer
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/ Stephen J. Benedetti Principal Executive Officer April 15, 2004
- ---------------------------------
Stephen J. Benedetti Principal Financial Officer
Principal Accounting Officer
Director
/s/ Kevin J. Sciuk Director April 15, 2004
- ---------------------------------
Kevin J. Sciuk
17
EXHIBIT INDEX
Sequentially
Exhibit Numbered Page
23.1 Consent of DELOITTE & TOUCHE LLP I-1
31.1 Certification of Principal Executive Officer
and Principal Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. I-2
32.1 Certification of Principal Executive Officer
and Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002. I-3