-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EQ/7H3xB30EkkagQ28ZMFoNwVRsxTUWuj7Cl917nHTqAK6BC8ajp5oQkQqYiJz1c 3U7c/CIpGzIXCvqHsixaXQ== 0000893220-04-001130.txt : 20040528 0000893220-04-001130.hdr.sgml : 20040528 20040528151503 ACCESSION NUMBER: 0000893220-04-001130 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040528 GROUP MEMBERS: DEMETER ASSET MANAGEMENT, INC. GROUP MEMBERS: JAY BUCK GROUP MEMBERS: ROCKWOOD ASSET MANAGEMENT, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DYNEX CAPITAL INC CENTRAL INDEX KEY: 0000826675 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 521549373 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41043 FILM NUMBER: 04838288 BUSINESS ADDRESS: STREET 1: 4551 COX RD STREET 2: STE 300 CITY: GLEN ALLEN STATE: VA ZIP: 23060 BUSINESS PHONE: 8042175815 MAIL ADDRESS: STREET 1: 4551 COX RD STREET 2: STE 300 CITY: GLEN ALLEN STATE: VA ZIP: 23060 FORMER COMPANY: FORMER CONFORMED NAME: RESOURCE MORTGAGE CAPITAL INC/VA DATE OF NAME CHANGE: 19930722 FORMER COMPANY: FORMER CONFORMED NAME: RESOURCE MORTGAGE INVESTMENT CORP DATE OF NAME CHANGE: 19930505 FORMER COMPANY: FORMER CONFORMED NAME: RAC MORTGAGE INVESTMENT CORP /VA/ DATE OF NAME CHANGE: 19930505 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROCKWOOD PARTNERS L P CENTRAL INDEX KEY: 0000947055 IRS NUMBER: 133782887 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O DEMETER ASSET MANAGEMENT LP STREET 2: 104 FIELD POINT RD CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036250047 MAIL ADDRESS: STREET 1: DEMETER ASSET MANAGEMENT INC STREET 2: 104 FIELD POINT RD CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D/A 1 w97844sc13dza.txt SCHEDULE 13D AMENDMENT #4 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. 4) Dynex Capital, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 26817Q506 - -------------------------------------------------------------------------------- (CUSIP Number) Jay Buck Demeter Asset Management, Inc. 35 Mason Street, Greenwich, CT 06830 (203) 625-0047 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 20, 2004 - -------------------------------------------------------------------------------- (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. [ ] (Continued on following pages) Page 1 of 11 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: 926,905 9) Sole Dispositive Power: 0 10) Shared Dispositive Power: 926,905 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 926,905 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.5% 14) TYPE OF REPORTING PERSON PN Page 2 of 11 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: 926,905 9) Sole Dispositive Power: 0 10) Shared Dispositive Power: 926,905 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 926,905 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.5% 14) TYPE OF REPORTING PERSON CO Page 3 of 11 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: 926,905 9) Sole Dispositive Power: 0 10) Shared Dispositive Power: 926,905 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 926,905 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.5% 14) TYPE OF REPORTING PERSON CO Page 4 of 11 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: 926,905 9) Sole Dispositive Power: 0 10) Shared Dispositive Power: 926,905 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 926,905 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.5% 14) TYPE OF REPORTING PERSON IN Page 5 of 11 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 and Amendment No. 3 filed November 27, 2002. 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 "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, and (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 Demeter. 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 Page 6 of 11 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 In March 2004, the Issuer initiated a recapitalization plan pursuant to an offer to holders of its outstanding shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock to exchange such shares for Senior Notes due 2007 and to convert the remaining shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock into shares of Common Stock and Series D Preferred Stock (the "Recapitalization"). Pursuant to the Recapitalization, Rockwood Partners acquired shares of the new Series D Preferred Stock and additional shares of Common Stock (the "Securities"). No borrowed funds were used to purchase the Securities. 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; Page 7 of 11 (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 12,162,457 shares of Common Stock currently outstanding, which number consists of the sum of (i) 10,873,903 shares of Common Stock reported by the Issuer to be outstanding as of April 30, 2004 in the Issuer's Form 10-Q Report (the "Form 10-Q") for the quarter ended March 31, 2004, plus (ii) 1,288,554 shares of Common Stock, the number of shares of Common Stock which were issuable in connection with the Recapitalization, as reported by the Issuer in Note 3 to the Issuer's quarterly financial statements contained in the Form 10-Q. Ownership percentages for the Series D Preferred Stock are based upon an estimated aggregate of 5,628,794 shares of Series D Preferred Stock outstanding, as set forth in Note 3 to the Issuer's quarterly financial statements contained in the Form 10-Q.
Number of Shares Beneficially Owned Percent Beneficially Owned ----------------------------------- -------------------------- Series D Series D Name Common Stock Preferred Stock Common Stock Preferred Stock - ---- ------------ --------------- ------------ --------------- Rockwood Partners 926,905 (1) 152,738 7.5% 2.7% RAM 926,905 (1) 152,738 7.5% 2.7% Demeter 926,905 (1) 152,738 7.5% 2.7% Mr. Buck 926,905 (1) 152,738 7.5% 2.7%
(1) Includes 152,738 shares of Series D Preferred Stock, which are currently convertible on a one-for-one basis into shares of Common Stock. Page 8 of 11 (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 926,905 (1) 7.5% 0 926,905 (1) 0 926,905 (1) RAM 926,905 (1) 7.5% 0 926,905 (1) 0 926,905 (1) Demeter 926,905 (1) 7.5% 0 926,905 (1) 0 926,905 (1) Mr. Buck 926,905 (1) 7.5% 0 926,905 (1) 0 926,905 (1)
(1) Includes 152,738 shares of Series D Preferred Stock, which are currently convertible on a one-for-one basis into shares of Common Stock. (c) Within the past 60 days, the Reporting Persons effected the following transactions in securities of the Issuer: Rockwood Partners sold shares of Common Stock in the open market as follows:
Date Number of Shares Sold Sale Price Per Share ($) ---- --------------------- ------------------------ 4/21/04 900 6.77 4/21/04 1,100 6.83 5/3/04 1,000 7.03 5/3/04 4,000 7.07 5/3/04 2,700 7.08 5/3/04 2,800 7.07 5/3/04 4,000 7.11 5/3/04 2,000 7.19 5/4/04 2,000 7.24 5/4/04 2,000 7.29 5/4/04 2,000 7.34 5/4/04 6,500 7.37 5/5/04 2,000 7.37 5/5/04 1,500 7.43 5/5/04 500 7.44 5/5/04 1,000 7.53 5/5/04 2,000 7.59 5/5/04 3,300 7.62 5/6/04 2,000 7.69 5/6/04 3,000 7.72 5/6/04 2,000 7.71 5/6/04 5,500 7.75 5/6/04 3,500 7.74 5/6/04 5,000 7.76
Page 9 of 11 On May 20, 2004, in connection with the Recapitalization, Rockwood Partners acquired 13,219 shares of Common Stock and 57,741 shares of Series D Preferred Stock, and 20,740 shares of Series A Preferred Stock previously held by Rockwood Partners were cancelled. On May 20, 2004, in connection with the Recapitalization, Rockwood Partners acquired 14,090 shares of Common Stock and 61,547 shares of Series D Preferred Stock, and 21,656 shares of Series B Preferred Stock previously held by Rockwood Partners were cancelled. On May 20, 2004, in connection with the Recapitalization, Rockwood Partners acquired 7,658 shares of Common Stock and 33,450 shares of Series D Preferred Stock, and 9,612 shares of Series C Preferred Stock previously held by Rockwood Partners were cancelled. As a result of the foregoing and other transactions that occurred prior to those in the past 60 days, the Reporting Persons beneficially own 774,167 shares of Common Stock and 152,738 shares of Series D Preferred Stock, and the Reporting Persons no longer own any shares of Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock. (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 filed February 16, 2001). Page 10 of 11 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: May 28, 2004 ROCKWOOD PARTNERS, L.P. By: Rockwood Asset Management, Inc., its general partner By: /s/ Jay Buck Name: Jay Buck Title: President ROCKWOOD ASSET MANAGEMENT, INC. By: /s/ Jay Buck Name: Jay Buck Title: President DEMETER ASSET MANAGEMENT, INC. By: /s/ Jay Buck Name: Jay Buck Title: President JAY BUCK (Individually) /s/ Jay Buck Page 11 of 11 -----END PRIVACY-ENHANCED MESSAGE-----