UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)*
(AMENDMENT NO. 11)
Dynex Capital, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value per share
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(Title of Class of Securities)
26817Q506
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(CUSIP Number)
with a copy to:
Stephen Fraidin
Michael R. Kelly Fried, Frank, Harris, Shriver &
550 West C Street Jacobson
San Diego, CA 92101 One New York Plaza
(619) 687-5000 New York, NY 10004-1980
(212) 859-8000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 29, 2001
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box |_|.
Note: Schedules filed in paper format shall include a signed original
and five copies of the Schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934, as amended ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
CUSIP No. 26817Q506
1 NAME OF REPORTING PERSON/
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
CALIFORNIA INVESTMENT FUND, LLC 33-0688954
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
NOT APPLICABLE
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 572,178
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH -0-
10 SHARED DISPOSITIVE POWER
572,178
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
572,178
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.00%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 26817Q506
1 NAME OF REPORTING PERSON/
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
MICHAEL R. KELLY
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
NOT APPLICABLE
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 572,178
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH -0-
10 SHARED DISPOSITIVE POWER
572,178
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
572,178
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.00%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
CUSIP No. 26817Q506
1 NAME OF REPORTING PERSON/
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
RICHARD KELLY
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
NOT APPLICABLE
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 572,178
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH -0-
10 SHARED DISPOSITIVE POWER
572,178
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
572,178
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.00%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
This amendment amends and supplements Schedule 13D of California
Investment Fund, LLC, dated April 3, 2000 and filed on April 4, 2000 with
the Securities and Exchange Commission ("SEC"), Amendment No. 1 to Schedule
13D, dated September 12, 2000 and filed on September 13, 2000 with the SEC,
Amendment No. 2 to Schedule 13D, dated October 3, 2000 and filed on October
3, 2000 with the SEC, Amendment No. 3 to Schedule 13D, dated October 17,
2000 and filed on October 17, 2000 with the SEC, Amendment No. 4 to
Schedule 13D, dated October 24, 2000 and filed on October 24, 2000 with the
SEC, Amendment No. 5 to Schedule 13D, dated October 30, 2000 and filed on
October 30, 2000 with the SEC, Amendment No. 6 to Schedule 13D, dated
November 8, 2000 and filed on November 8, 2000 with the SEC, Amendment No.
7 to Schedule 13D, dated December 12, 2000 and filed on December 12, 2000
with the SEC, Amendment No. 8 to Schedule 13D, dated December 21, 2000 and
filed on December 21, 2000 with the SEC, Amendment No. 9 to Schedule 13D,
dated December 27, 2000 and filed on December 27, 2000 with the SEC, and
Amendment No. 10 to Schedule 13D, dated January 5, 2001 and filed on
January 5, 2001 with the SEC (together, the "Schedule 13D"). Except as
amended by this amendment, there has been no change in the information
previously reported on the Schedule 13D.
ITEM 4. Purpose of Transaction.
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On November 7, 2000, California Investment Fund, LLC (the "Fund")
and Dynex Capital, Inc. ("Dynex") entered into a definitive merger
agreement (as amended, the "Merger Agreement") pursuant to which a newly
formed subsidiary of the Fund will merge with and into Dynex and Dynex will
become a wholly owned subsidiary of the Fund for a purchase price of $90
million in cash for all of the equity of Dynex (the "Acquisition
Transaction"). There can be no assurance that the Acquisition Transaction
will be completed on the terms set forth in the Merger Agreement or
otherwise. A copy of the Merger Agreement was attached as Exhibit B to the
Fund's Amendment No. 6 to Schedule 13D filed on November 8, 2000 with the
SEC, and is specifically incorporated herein by reference, and the
description herein of such merger agreement is qualified in its entirety by
reference to such agreement.
On January 29, 2001, the Fund delivered to Dynex a letter (the
"Response Letter"), a copy of which is attached hereto as Exhibit A and
specifically incorporated herein by reference, and the description herein
of the Response Letter is qualified in its entirety by reference to such
Response Letter. The Response Letter responds to a letter, dated January
26, 2001, from Dynex to the Fund (the "January 26 Letter") which purports
to terminate the Merger Agreement and to a letter, dated January 26, 2001,
sent by Dynex to U.S. Trust Company, National Association (the "Escrow
Deposit Request"). A copy of the January 26 Letter and the Escrow Deposit
Request are attached hereto as Exhibits B and C, respectively, and are
specifically incorporated herein by reference, and the description herein
of such letters is qualified in its entirety by reference to such letters.
The Response Letter states that the Fund believes that Dynex has
no proper basis for terminating the Merger Agreement and urges Dynex to
promptly rescind any purported termination of the Merger Agreement. The
Response Letter requests Dynex to take no action inconsistent with the
consummation of the transactions contemplated by the Merger Agreement in
accordance with its terms and reserves all rights of the Fund, including
the right to sue and protect the interests of the Fund and Dynex's
shareholders.
Depending on the outcome of the Acquisition Transaction, the Fund
reserves the right to formulate other plans and/or make other proposals,
and take such actions with respect to its investments in Dynex, including
any or all of the actions set forth in paragraphs (a) through (j) of Item 4
of Schedule 13D and any other actions as it may determine.
Except as stated in this response to Item 4 and in furtherance of
closing the Acquisition Transaction pursuant to the terms of the Merger
Agreement, the Fund has no current plans or proposals with respect to Dynex
or its securities of the types enumerated in paragraphs (a) through (j) of
Item 4 of Schedule 13D.
ITEM 7. Material to be Filed as Exhibits.
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Exhibit A -- Letter, dated January 29, 2001, from California
Investment Fund, LLC to Dynex Capital, Inc.
Exhibit B -- Letter, dated January 26, 2001, from Dynex Capital, Inc. to
California Investment Fund, LLC.
Exhibit C -- Letter, dated January 26, 2001, from Dynex Capital, Inc. to
U.S. Trust Company, National Association.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is
true, complete and correct.
Date: January 30, 2001 California Investment Fund, LLC,
a California limited liability company
By: /s/ Michael R. Kelly
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Michael R. Kelly
Its: Managing Member
Date: January 30, 2001 Michael R. Kelly
By: /s/ Michael R. Kelly
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Michael R. Kelly, as an Individual
Date: January 30, 2001 Richard Kelly
By: /s/ Richard Kelly
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Richard Kelly, as an Individual
Exhibit Index
Exhibit A -- Letter, dated January 29, 2001, from California
Investment Fund, LLC to Dynex Capital, Inc.
Exhibit B -- Letter, dated January 26, 2001, from Dynex Capital, Inc. to
California Investment Fund, LLC.
Exhibit C -- Letter, dated January 26, 2001, from Dynex Capital, Inc. to
U.S. Trust Company, National Association.