================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
(Amendment No. 1)
(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.
================================================================================
DYNEX SECURITIES CORPORATION
2003 FORM 10-K/A ANNUAL REPORT
The EDGAR version of the Form 10-K, as filed on April 15, 2004, inadvertently
omitted Exhibit 23.1, the consent of Deloitte & Touche LLP. This Form 10-K/A is
being submitted to include Exhibit 23.1, as updated for the amended filing.
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 State-
ment 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).
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 t 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).
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).
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 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
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).
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).
SIGNATURE
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)
May 25, 2004 By: /s/ Stephen J. Benedetti
---------------------------------
Stephen J. Benedetti
President, Treasurer
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