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. 5)
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)
Jay Buck
Demeter Asset Management, Inc.
35 Mason Street, Greenwich, CT 06830
(203) 625-0047
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Name, Address and Telephone Number of Notice Person
December 31, 2004
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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 that 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. [ ]
SCHEDULE 13D CUSIP No. 26817Q506
1) NAME OF REPORTING PERSON I.R.S. NUMBER OF REPORTING PERSON
Rockwood Partners, L.P.
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3) SEC USE ONLY
4) SOURCE OF FUNDS OO
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7) Sole Voting Power: 0
8) Shared Voting Power: 967,805
9) Sole Dispositive Power: 0
10) Shared Dispositive Power: 967,805
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 967,805
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8%
14) TYPE OF REPORTING PERSON PN
SCHEDULE 13D CUSIP No. 26817Q506
1) NAME OF REPORTING PERSON I.R.S. NUMBER OF REPORTING PERSON
Rockwood Asset Management, Inc.
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3) SEC USE ONLY
4) SOURCE OF FUNDS OO
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7) Sole Voting Power: 0
8) Shared Voting Power: 967,805
9) Sole Dispositive Power: 0
10) Shared Dispositive Power: 967,805
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 967,805
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8%
14) TYPE OF REPORTING PERSON CO
SCHEDULE 13D CUSIP No. 26817Q506
1) NAME OF REPORTING PERSON I.R.S. NUMBER OF REPORTING PERSON
Demeter Asset Management, Inc.
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3) SEC USE ONLY
4) SOURCE OF FUNDS OO
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7) Sole Voting Power: 0
8) Shared Voting Power: 967,805
9) Sole Dispositive Power: 0
10) Shared Dispositive Power: 967,805
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 967,805
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8%
14) TYPE OF REPORTING PERSON CO
SCHEDULE 13D CUSIP No. 26817Q506
1) NAME OF REPORTING PERSON I.R.S. NUMBER OF REPORTING PERSON
Jay Buck
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3) SEC USE ONLY
4) SOURCE OF FUNDS OO
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION Citizen of the United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7) Sole Voting Power: 0
8) Shared Voting Power: 967,805
9) Sole Dispositive Power: 0
10) Shared Dispositive Power: 967,805
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 967,805
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8%
14) TYPE OF REPORTING PERSON IN
This statement amends and supplements the statement on Schedule 13D originally
filed by the Reporting Persons (defined below) February 16, 2001, as amended by
Amendment No. 1 filed March 8, 2001, Amendment No. 2 filed February 4, 2002,
Amendment No. 3 filed November 27, 2002 and Amendment No. 4 filed May 29, 2004.
Item 1. SECURITY AND ISSUER
The class of equity securities to which this statement relates is the common
stock, $0.01 par value per share (the "Securities" or the "Common Stock") of
Dynex Capital, Inc. (the "Issuer"). The Issuer's principal executive offices are
located at 4551 Cox Road, Suite 300, Glen Allen, Virginia 23060.
Item 2. IDENTITY AND BACKGROUND This statement is filed by:
(i) Rockwood Partners, L.P., a Delaware limited partnership ("Rockwood
Partners"), with respect to the shares of Common Stock owned directly by it.
Rockwood Partners is an investment limited partnership.
(ii) Rockwood Asset Management, Inc., a Delaware corporation ("RAM"), with
respect to shares of Common Stock also beneficially owned by Rockwood Partners,
of which RAM is the general partner. RAM's primary business is serving as the
general partner of Rockwood Partners.
(iii) Demeter Asset Management, Inc., a Delaware corporation ("Demeter"),
with respect to the shares of Common Stock also beneficially owned by Rockwood
Partners for which Demeter serves as investment manager. Demeter is in the
business of providing investment management services.
(iv) Jay Buck with respect to the shares of Common Stock beneficially owned
by: (a) Demeter, of which Mr. Buck is sole stockholder, President and director;
(b) RAM, of which Mr. Buck is the sole stockholder, President and director. Mr.
Buck is a U.S. citizen who is principally engaged in the business of investing
in securities as a shareholder and executive officer of an investment management
company.
The principal office of Demeter, Rockwood Partners and RAM, and the business
address of Mr. Buck, is 35 Mason Street, Greenwich, Connecticut 06830.
The shares of Common Stock to which this statement relates were acquired by
Rockwood Partners. None of the shares of Common Stock are owned by or on behalf
of Demeter, RAM or Mr. Buck.
Demeter, Rockwood Partners, RAM and Mr. Buck are referred to collectively in
this statement as the "Reporting Persons."
During the last five years, none of the Reporting Persons have been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which it or he was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities law or finding
any violation with respect to such laws.
Item 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Persons used approximately $427,928 in the aggregate to purchase
the Securities reported on this statement. Such consideration came from the
assets of Rockwood Partners and not the assets of Demeter, RAM or Mr. Buck. None
of the funds used to purchase the Securities were borrowed funds.
Item 4. PURPOSE OF TRANSACTION
Rockwood Partners acquired the Securities reported in this statement in the
ordinary course of business for investment purposes with the goal of capital
appreciation. The Securities are reported by Demeter, RAM and Mr. Buck in the
event that any should be deemed to be a member of a group under Section 13(d)(3)
or the beneficial owner of the Securities under the provisions of subparagraph
(b) of Rule 13d-3 under the Securities Exchange Act of 1934. Notwithstanding
anything to the contrary in this Schedule 13D, beneficial ownership by Demeter,
RAM and Mr. Buck as members of a group or as beneficial owners is expressly
disclaimed, as permitted by Rule 13d-4. Rockwood Partners may from time to time
acquire additional Securities or dispose of all or a portion of the current
holdings of Securities.
To retain the necessary flexibility to have discussions with management, other
shareholders and third parties, the Reporting Persons are making this amended
and supplemental ownership report on Schedule 13D. Depending on such discussions
and consideration of strategic alternatives, the Reporting Persons could support
or initiate one or more of the actions described in subparagraphs (a) through
(j) below:
(a) The acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of
the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); or
(j) Any action similar to any of those enumerated above and have expressed
an interest in and are investigating a possible transaction.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The following Reporting Persons own in excess of 5% of the Common
Stock. Ownership percentages for the Common Stock are based upon an estimated
aggregate of 12,162,391 shares of Common Stock currently outstanding, as
reported by the Issuer to be outstanding in the Issuer's Form 10-Q Report (the
"Form 10-Q") for the quarter ended September 30, 2004. Ownership percentages for
the Series D Preferred Stock are based upon an estimated aggregate of 5,628,737
shares of Series D Preferred Stock outstanding, as reported by the Issuer to be
outstanding in the Issuer's Form 10-Q for the quarter ended September 30, 2004.
Number of Shares Beneficially Owned Percent Beneficially Owned
Series D Series D
Name Common Stock Preferred Stock Common Stock Preferred Stock
Rockwood Partners 967,805(1) 189,438 7.8% 3.4%
RAM 967,805(1) 189,438 7.8% 3.4%
Demeter 967,805(1) 189,438 7.8% 3.4%
Mr. Buck 967,805(1) 189,438 7.8% 3.4%
(1) Includes 189,438 shares of Series D Preferred Stock, which are
currently convertible on a one-for-one basis into shares of
Common Stock.
(b) The beneficial ownership of the Common Stock of the persons
named in Item 2 of this statement is as follows at the date hereof:
Aggregate
Beneficially Owned Voting Power Dispositive Power
Name Number Percent Sole Shared Sole Shared
Rockwood Partners 967,805(1) 7.8% 0 967,805(1) 0 967,805(1)
RAM 967,805(1) 7.8% 0 967,805(1) 0 967,805(1)
Demeter 967,805(1) 7.8% 0 967,805(1) 0 967,805(1)
Mr. Buck 967,805(1) 7.8% 0 967,805(1) 0 967,805(1)
(1) Includes 189,438 shares of Series D Preferred Stock, which are
currently convertible on a one-for-one basis into shares of
Common Stock.
(c) Transactions effected during the past 60 days or since the most
recent filing on Schedule 13D, whichever is less:
None.
(d) Rockwood Partners has the sole right to receive and the sole
power to direct the receipt of dividends from the Securities.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT TO
SECURITIES OF THE ISSUER The investment manager for Rockwood Partners is
Demeter, of which Mr. Buck is the sole shareholder.
The Management Advisory Contract, dated on or about August 15, 1994, between
Rockwood Partners and Demeter gives Demeter the authority to dispose of and to
vote the assets managed, which include the Common Stock.
Item 7. MATERIAL TO BE FILED AS AN EXHIBIT
(1) Joint Filing Agreement among Rockwood Partners, RAM, Demeter and Mr.
Buck, dated as of February 16, 2001 (filed previously as an exhibit to the
statement on Schedule 13D February filed February 16, 2001).
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: February 10, 2005
ROCKWOOD PARTNERS, L.P.
By: Rockwood Asset Management, Inc.,
its general partner
By: /s/ Jay Buck
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Name: Jay Buck
Title: President
ROCKWOOD ASSET MANAGEMENT, INC.
By: /s/ Jay Buck
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Name: Jay Buck
Title: President
DEMETER ASSET MANAGEMENT, INC.
By: /s/ Jay Buck
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Name: Jay Buck
Title: President
JAY BUCK
(Individually) /s/ Jay Buck
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