UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number 000-33485
NOTIFICATION OF LATE FILING
(Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q
[ ] Form N-SAR [ ] Form N-CSR
For Period Ended: March 31, 2004
[ ]Transition Report on Form 10-K
[ ]Transition Report on Form 20-F
[ ]Transition Report on Form 11-K
[ ]Transition Report on Form N-SAR
For the Transition Period Ended:
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a
portion of the filing checked above, identify the Item(s) to which the
notification relates:
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PART I -- REGISTRANT INFORMATION
Dynex Capital, Inc.
Full Name of Registrant
Former Name if Applicable
4551 Cox Road, Suite 300
Address of Principal Executive Office (Street and Number)
Glen Allen, Virginia 23060-6740
City, State and Zip Code
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PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)
[ ] (a) The reason described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR,
or portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, or portion
thereof, will be filed on or before the fifth calendar day following
the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III -- NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
The Registrant has been delayed in the filing of its Quarterly Report on
Form 10-Q for the period ended March 31, 2004 ("Form 10-Q") in order to provide
in the Form 10-Q certain disclosures related to its recently completed
recapitalization plan whereby the Company is issuing senior notes in exchange
for outstanding shares of Series A, Series B and Series C preferred stock, and
converting the Series A, Series B, and Series C preferred stock into a new
Series D preferred stock and common stock. Due to the timing of the completion
of the recapitalization plan, which occurred on May 10, 2004, and the
Registrant's presentation of appropriate pro forma information with respect to
the recapitalization plan, the Registrant needs additional time to finalize such
information for inclusion in the Form 10-Q. Due to the reasons outlined above,
the Registrant could not file its Form 10-Q without unreasonable effort or
expense by the prescribed due date. The Registrant expects to file its Form 10-Q
within five days of May 17, 2004, the prescribed due date.
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PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Stephen J. Benedetti 804 217-5837
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If answer
is no, identify report(s).
Yes [ X ] No [ ]
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion
thereof?
Yes [ X ] No [ ]
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
As previously disclosed in the Registrant's press release with respect to
its financial results for the quarter ended March 31, 2004, net income during
the three months ended March 31, 2004 decreased by $7.4 million to a loss of
$5.4 million from net income of $2.0 million for the same period in 2003
primarily due to a decrease in net interest margin of $6.4 million, and an
increase in general and administrative expense, offset by a decrease in
impairment charges. In addition to this decrease in net income, net income per
common share also experienced a significant decrease resulting from the
recognition, during the three months ended March 31, 2003, of $10.4 million of
preferred stock benefit associated with the retirement of Series A, Series B and
Series C preferred shares exchanged for senior notes and cash pursuant to a
tender offer initiated by the Company. This is in contrast to the $1.2 million
of preferred dividend charges for the three-months ended March 31, 2004.
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Dynex Capital, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: May 18, 2004 By: /s/ Stephen J. Benedetti
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Stephen J. Benedetti
Executive Vice President and
Chief Financial Officer