SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
JANUARY 24, 1997
(Date of Report)
REDWOOD TRUST, INC.
(Exact Name of Registrant as Specified in Its Charter)
Maryland 333-11665 68-0329422
(State of Incorporation or Organization) (Commission File Number) (I.R.S. Employer Identification No.)
591 Redwood Highway,
Suite 3100
Mill Valley, California 94941
(Address of Principal Executive Offices) (Zip Code)
(415) 389-7373
(Registrant's Telephone Number,
Including Area Code)
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. OTHER EVENTS
Redwood Trust, Inc. (the "Company") previously registered,
among other securities, additional common stock of the
Company, par value $0.01 per share (the "Common Stock"),
pursuant to the Universal Shelf Registration Statement on Form
S-3 (Registration No. 333-11665, filed September 10, 1996 and
declared effective by the Securities and Exchange Commission
(the "Commission") on September 19, 1996) (together with all
the exhibits thereto, the "Registration Statement").
The Company has entered into an underwriting agreement dated
as of January 23, 1997 for the sale of 750,000 shares of the
above-referenced Common Stock (the "Offering") to begin
trading today January 24, 1997. In connection with the
Offering, a supplemental prospectus to the prospectus in the
above-referenced Registration Statement (the "Supplemental
Prospectus") is being filed with the Commission pursuant to
Rule 424(b)(5) under the Securities Act of 1933, as amended
(the "Securities Act") and the General Rules and Regulations
promulgated thereunder (the "Rules").
With respect to the Offering, the following exhibits which
relate specifically to the Offering are included with this
Current Report:
Item 7(c). Exhibits
1.1 Underwriting Agreement.
5.1 Opinion of Tobin & Tobin, a professional
corporation, as to legality (including
consent of such firm).
5.2 Opinion of Piper & Marbury L.L.P., as to
legality (including consent of such firm).
8.1 Opinion of Giancarlo & Gnazzo, A
Professional Corporation, as to certain tax
matters (including consent of such firm).
23.1 Consent of Tobin & Tobin, a professional
corporation (included in Exhibit 5.1).
23.2 Consent of Piper & Marbury L.L.P. (included
in Exhibit 5.2).
23.3 Consent of Giancarlo & Gnazzo, A
Professional Corporation (included in
Exhibit 8.1).
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.
Date: January 24, 1997
Redwood Trust, Inc.
By:/s/ Vickie L. Rath
-----------------------------------------
Vickie L. Rath
Vice President, Treasurer and
Controller
EXHIBIT INDEX
Exhibit Number Page Number
- -------------- -----------
1.1 Underwriting Agreement...........................................................................
5.1 Opinion of Tobin & Tobin, a professional corporation,
as to legality (including consent of such firm)..................................................
5.2 Opinion of Piper & Marbury L.L.P., as to legality
(including consent of such firm).................................................................
8.1 Opinion of Giancarlo & Gnazzo, A Professional Corporation,
as to certain tax matters (including consent of such firm).......................................
23.1 Consent of Tobin & Tobin, a professional corporation
(included in Exhibit 5.1)........................................................................
23.2 Consent of Piper & Marbury L.L.P. (included in
Exhibit 5.2).....................................................................................
23.3 Consent of Giancarlo & Gnazzo, A Professional Corporation
(included in Exhibit 8.1)........................................................................