UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
SCHEDULE 13G/A
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Dynex Capital, Inc.
--------------------------------------------------------------------------------
(Name of issuer)
Common Stock, par value $0.01 per share
--------------------------------------------------------------------------------
(Title of class of securities)
26817Q506
--------------------------------------------------------------------------------
(CUSIP number)
December 31, 2001
--------------------------------------------------------------------------------
(Date of Event which requires filing of this Statement)
Check the appropriate box to designate the rule
pursuant to which this schedule is filed:
/X/ Rule 13d-1 (b)
/_/ Rule 13d-1 (c)
/_/ Rule 13d-1 (d)
---------------------- ------------------------
CUSIP No. 26817Q506 13G Page 2 of 6 Pages
---------------------- ------------------------
-------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Deutsche Bank AG
-------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/
(b) /_/
-------- -----------------------------------------------------------------------
3 SEC USE ONLY
-------- -----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
--------------------------------------------------------------------------------
NUMBER OF SHARES 5 SOLE VOTING POWER
0
------ --------------------------------------------
BENEFICIALLY OWNED BY SHARED VOTING POWER
6 0
------ --------------------------------------------
EACH REPORTING SOLE DISPOSITIVE POWER
7 0
------ --------------------------------------------
PERSON WITH SHARED DISPOSITIVE POWER
8 0
-------- -----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
-------- -----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES /_/
-------- -----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
-------- -----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
HC, BK, CO
-------- -----------------------------------------------------------------------
Item 1(a). Name of Issuer:
Dynex Capital, Inc. (the "Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
The address of the Issuer's principal executive offices is
4551 Cox Road, Suite 300, Glen Allen, Virginia 23060.
Item 2(a). Name of Person Filing:
This statement is filed on behalf of Deutsche Bank AG (the
"Reporting Person"). This Schedule 13G/A is being filed pursuant to Rule
13d-2(b).
Item 2(b). Address of Principal Business Office or, if none, Residence:
The principal place of business of DBAG is Taunusanlage 12,
D-60325, Frankfurt am Main, Federal Republic of Germany.
Item 2(c). Citizenship:
The citizenship of the Reporting Person is set forth on the
cover page.
Item 2(d). Title of Class of Securities:
The title of the securities is Common Stock (the "Common
Stock").
Item 2(e). CUSIP Number:
The CUSIP number of the Common Stock is set forth on the cover
page.
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
(a) /_/ Broker or dealer registered under section 15 of the
Act;
(b) /X/ Bank as defined in section 3(a)(6) of the Act;*
(c) /_/ Insurance Company as defined in section 3(a)(19) of
the Act;
(d) /_/ Investment Company registered under section 8 of the
Investment Company Act of 1940;
--------------------------
* The Reporting Person, a banking institution organized under the laws of the
Federal Republic of Germany, is filing this Schedule 13G/A under Rule
13d-1(b) as a "bank" in reliance upon the letter of the Securities and
Exchange Commission to Deutsche Bank AG dated April 14, 1994.
(e) /_/ An investment adviser in accordance with Rule 13d-1
(b)(1)(ii)(E);
(f) /_/ An employee benefit plan, or endowment fund in
accordance with Rule 13d-1 (b)(1)(ii)(F);
(g) /_/ A parent holding company or control person in
accordance with Rule 13d-1 (b)(1)(ii)(G);
(h) /_/ A savings association as defined in section 3(b) of
the Federal Deposit Insurance Act;
(i) /_/ A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of
the Investment Company Act of 1940;
(j) /_/ Group, in accordance with Rule 13d-1 (b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1 (c), check
this box. /_/
Item 4. Ownership.
(a) Amount beneficially owned:
The Reporting Person owns the amount of the Common Stock
as set forth on the cover page.
(b) Percent of class:
The Reporting Person owns the percentage of the Common
Stock as set forth on the cover page.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
The Reporting Person has the sole power to vote or
direct the vote of the Common Stock as set forth on the
cover page.
(ii) shared power to vote or to direct the vote:
The Reporting Person has the shared power to vote or
direct the vote of the Common Stock as set forth on the
cover page.
(iii) sole power to dispose or to direct the disposition
of:
The Reporting Person has the sole power to dispose or
direct the disposition of the Common Stock as set forth
on the cover page.
-4-
(iv) shared power to dispose or to direct the disposition
of:
The Reporting Person has the shared power to dispose
or direct the disposition of the Common Stock as set
forth on the cover page.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting persons have ceased to be the beneficial owners of
more than five percent of the class of securities check the following [x].
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.
-5-
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 11, 2002
DEUTSCHE BANK AG
By: /s/ Jeffrey A. Ruiz
------------------------------
Name: Jeffrey A. Ruiz
Title: Vice President
By: /s/ Margaret M. Adams
------------------------------
Name: Margaret M. Adams
Title: Director
-6-