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: July 18, 1997
DYNEX CAPITAL, INC.
(Exact Name of Registrant as Specified in Charter)
Virginia 1-9819 52-1549373
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
10900 Nuckols Road, Glen Allen, Virginia 23060
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (804) 217-5800
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
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This filing is made to effect the incorporation by reference of the
accompanying exhibits in the Registration Statement of Dynex Capital, Inc. (the
"Company") on Form S-3 (No. 333-10783) previously filed with the Securities and
Exchange Commission ("SEC") and declared effective on March 24, 1997, and to
supply information omitted from Item 14 of the above described Registration
Statement (attached as Annex A). The exhibits and Item 14 information filed
herewith relate specifically to the Company's proposed offering of Notes
described in the Company's Prospectus dated July 14, 1997 and Prospectus
Supplement dated July 14, 1997 which were filed with the SEC on July 16, 1997.
Item 7. Exhibits.
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(c). Exhibits.
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1.1 Underwriting Agreement by and between the Company and PaineWebber
Incorporated and Smith Barney, Inc. dated July 14, 1997.
4.1 Executed Indenture by and between Dynex Capital, Inc. and Texas Commerce
Bank National Association, as trustee, dated as of July 14, 1997.
4.2 Officers' Certificate relating to the resolution of the Board of Directors
of the Company establishing the series of Securities consisting of the
Notes.
4.3 Specimen of the Global Note representing the Senior Notes.
5.1 Legal Opinion of Venable, Baetjer and Howard, LLP.
8.1 Tax Opinion of Venable, Baetjer and Howard, LLP.
23.1 Consent of KPMG Peat Marwick, LLP.
23.2 Consent of Venable, Baetjer and Howard, LLP (contained in Exhibits 5.1 and
8.1 filed herewith).
99.1 Press release dated July 16, 1997.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: July 18, 1997 RESOURCE MORTGAGE CAPITAL, INC.
By: /s/ Thomas H. Potts
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Thomas H. Potts
President
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ANNEX A
Item 14. Other Expenses of Issuance and Distribution
The estimated expenses, other than underwriting discounts and
commissions, in connection with the offering of the Notes are:
Registration Fee $37,879
Legal Fees and Expenses 100,000
Accounting Fees and Expenses 8,000
Blue Sky Qualification and Expenses including Counsel Fees 7,500
NASD Fee 0
Printing Expenses 13,500
Transfer and Registrar Fees 5,000
Miscellaneous 5,000
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TOTAL $176,879
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EXHIBIT INDEX
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Exhibit
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1.1 Underwriting Agreement by and between the Company and PaineWebber
Incorporated and Smith Barney, Inc. dated July 14, 1997.
4.1 Indenture by and between Dynex Capital, Inc. and Texas Commerce Bank
National Association, as trustee, dated as of July 14, 1997.
4.2 Officers' Certificate relating to the resolution of the Board of Directors
of the Company establishing the series of Securities consisting of the
Notes.
4.3 Specimen of the Global Note representing the Senior Notes.
5.1 Legal Opinion of Venable, Baetjer and Howard, LLP.
8.1 Tax Opinion of Venable, Baetjer and Howard, LLP.
23.1 Consent of KPMG Peat Marwick, LLP.
23.2 Consent of Venable, Baetjer and Howard, LLP (contained in Exhibits 5.1 and
8.1 filed herewith).
99.1 Press release dated July 16, 1997.
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