UNITED
STATES
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
Date
of Report (Date of earliest event reported): November 14, 2009
REDWOOD
TRUST, INC.
(Exact
name of registrant as specified in its charter)
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Maryland
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001-13759
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68-0329422
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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One
Belvedere Place
Suite
300
Mill
Valley, California 94941
(Address
of principal executive offices and Zip Code)
(415)
389-7373
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
_______________
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
November 14, 2009, the Board of Directors of Redwood Trust, Inc. (the “Company”)
appointed Diane L. Merdian to serve as Chief Financial Officer of the Company
commencing on a date to be determined during March 2010. Concurrent
with Ms. Merdian’s appointment as Chief Financial Officer, she resigned from her
position as a member of the Board of Directors, effective
immediately. Mr. Martin S. Hughes, who currently serves as President,
Co-Chief Operating Officer, and Chief Financial Officer, will continue to serve
in those capacities until Ms. Merdian commences her role as Chief Financial
Officer, at which point Mr. Hughes will cease to act as Chief Financial Officer
but continue serving as President and Co-Chief Operating
Officer.
In
connection with her appointment as Chief Financial Officer, the Company and Ms.
Merdian will enter into an indemnification agreement, which generally requires
the Company to indemnify and to advance expenses to Ms. Merdian to the maximum
extent permitted by Maryland law. A copy of this form of indemnification
agreement has been attached as Exhibit 99.3. Compensation arrangements for Ms.
Merdian are expected to be approved at the meeting of the Company’s Compensation
Committee on December 9, 2009 and will be disclosed on a Current Report on Form
8-K to be filed promptly thereafter.
Further
information relating to Ms. Merdian that is responsive to the requirements of
Item 5.02(c) of Form 8-K is incorporated by reference from the Company’s Proxy
Statement for its 2009 Annual Meeting of Stockholders, a copy of which was filed
with the SEC on April 3, 2009. A copy of the Company’s press release announcing
the change in Ms. Merdian’s role with the Company is attached as Exhibit
99.1.
On
November 14, 2009, the Board of Directors of the Company elected Jeffrey T. Pero
as a Class I director, with a term expiring in 2010, to fill the vacancy on the
Board created by the resignation of Ms. Merdian. Mr. Pero has been appointed to
serve on the Governance and Nominating Committee and the Compensation Committee
of the Board of Directors. Mr. Pero served as a partner in the international law
firm of Latham Watkins LLP for more than 23 years until his retirement in
October 2009. Mr. Pero has been elected to serve on the Board of Directors of
BRE Properties, Inc. effective December 1, 2009 and is expected to serve on that
Board’s Audit Committee and Nominating Governance Committee. Mr. Pero, age
63, holds a B.A. from the University of Notre Dame and a J.D. from New York
University School of Law. Latham Watkins LLP provides legal services to the
Company. Mr. Pero’s retirement payments from Latham Watkins LLP are adjusted to
exclude any proportionate benefit received from the fees paid by the Company to
Latham Watkins LLP.
Mr. Pero
will receive compensation for his service as a director as described in the
summary of compensation arrangements for non-employee directors set forth in the
Company’s Proxy Statement for its 2009 Annual Meeting of Stockholders, a copy of
which was filed with the SEC on April 3, 2009, including a pro rated amount of
such compensation for his service during 2009 and in 2010 through the date of
the Company’s 2010 Annual Meeting of Stockholders.
In
connection with the election of Mr. Pero as a director, the Company and Mr. Pero
will enter into an indemnification agreement, which generally requires the
Company to indemnify and to advance expenses to Mr. Pero to the maximum extent
permitted by Maryland law. A copy of this form of indemnification agreement has
been attached as Exhibit 99.3. A copy of the Company’s press release
announcing the election of Mr. Pero is attached as Exhibit 99.1.
On
November 14, 2009, our Board of Directors approved a revised form of
indemnification agreement for officers and directors of Redwood Trust, Inc. The
indemnity agreements that both Mr. Pero and Ms. Merdian will enter into are in
this same revised form. Additionally, all directors and officers of
Redwood Trust and its subsidiaries who are currently a party to an indemnity
agreement with the Company will enter into a replacement indemnity agreement in
this revised form. A copy of the revised form of indemnification
agreement has been attached as Exhibit 99.3.
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Item
7.01.
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Regulation
FD Disclosure.
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On
November 16, 2009, Redwood Trust, Inc. (the “Company”) issued a press release
announcing that its Board of Directors has declared a dividend of $0.25 per
share of common stock for the fourth quarter of 2009, payable on January 21,
2010 to shareholders of record on December 31, 2009, and announcing its current
intentions with respect to Redwood Trust, Inc.’s quarterly dividend for common
shareholders for 2010. A copy of the press release is attached as Exhibit 99.2
to this current Report on Form 8-K.
The
information contained in this Item 7.01 and the attached Exhibit 99.2 is
furnished to and not filed with the Securities and Exchange Commission, and
shall not be incorporated by reference into any registration statement or other
document filed under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, except as shall be expressly set forth by
specific reference in such filing.
Redwood
Trust, Inc. today announced that its Board of Directors has declared a dividend
of $0.25 per share of common stock for the fourth quarter of 2009, payable on
January 21, 2010 to shareholders of record on December 31, 2009, and announcing
its current intentions with respect to Redwood Trust, Inc.’s quarterly dividend
for common shareholders for 2010. Redwood Trust, Inc. will not pay a
special dividend for 2009 for common shareholders.
CAUTIONARY
STATEMENT: This Current Report on Form 8-K contains forward-looking statements
within the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements involve numerous risks
and uncertainties. Our actual results may differ from our expectations,
estimates, and projections and, consequently, you should not rely on these
forward-looking statements as predictions of future events. Forward-looking
statements are not historical in nature and can be identified by words such as
“anticipate,” “estimate,” “will,” “should,” “expect,” “believe,” “intend,”
“seek,” “plan” and similar expressions or their negative forms, or by references
to strategy, plans, or intentions. These forward-looking statements are subject
to risks and uncertainties, including, among other things, those described in
our Annual Report on Form 10-K for the year ended December 31, 2008, and in our
Quarterly Reports on Form 10-Q for filed during 2009, in each case under the
caption “Risk Factors.” Other risks, uncertainties, and factors that could
cause actual results to differ materially from those projected are described
below and may be described from time to time in reports we file with the
Securities and Exchange Commission, including reports on Forms 10-Q and 8-K. We
undertake no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events, or
otherwise.
Important
factors, among others, that may affect our actual results include: changes in
interest rates; changes in mortgage prepayment rates; the timing of credit
losses within our portfolio; our exposure to adjustable-rate and negative
amortization mortgage loans; the state of the credit markets and other general
economic conditions, particularly as they affect the price of earning assets and
the credit status of borrowers; the concentration of the credit risks we are
exposed to; the ability of counterparties to satisfy their obligations to us;
legislative and regulatory actions affecting the mortgage industry or our
business; the availability of high quality assets for purchase at attractive
prices; declines in home prices and commercial real estate prices; increases in
mortgage payment delinquencies; changes in the level of liquidity in the capital
markets which may adversely affect our ability to finance our real estate asset
portfolio; changes in liquidity in the market for real estate securities, the
re-pricing of credit risk in the capital markets, inaccurate ratings of
securities by rating agencies, rating agency downgrades of securities, and
increases in the supply of real estate securities available-for-sale, each of
which may adversely affect the values of securities we own; the extent of
changes in the values of securities we own and the impact of adjustments
reflecting those changes on our income statement and balance sheet, including
our stockholders’ equity; our ability to maintain the positive stockholders’
equity necessary to enable us to pay the dividends required to maintain our
status as a real estate investment trust for tax purposes; our ability to
generate the amount of cash flow we expect from our investment portfolio;
changes in our investment, financing, and hedging strategies and the new risks
that those changes may expose us to; changes in the competitive landscape within
our industry, including changes that may affect our ability to retain or attract
personnel; our failure to manage various operational risks associated with our
business; our failure to maintain appropriate internal controls over financial
reporting; our failure to properly administer and manage our securitization
entities; risks we may be exposed to if we expand our business activities, such
as risks relating to significantly increasing our direct holdings of loans;
limitations imposed on our business due to our REIT status and our status as
exempt from registration under the Investment Company Act of 1940; our ability
to successfully invest our cash available for investment and raise additional
capital to fund our investing activity; and other factors not presently
identified.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits
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Exhibit
99.1
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Press
Release dated November 16, 2009 (regarding director and officer
changes)
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Exhibit
99.2
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Press
Release dated November 16, 2009 (regarding dividends)
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Exhibit
99.3
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Revised
Form of Indemnification Agreement for Directors and
Officers
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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Date:
November 16, 2009
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REDWOOD
TRUST, INC.
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By:
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Name:
Andrew P. Stone
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Title:
General Counsel and Secretary
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EXHIBIT
INDEX
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Exhibit
No.
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Exhibit
Title
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Exhibit
99.1
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Press
Release dated November 16, 2009 (regarding director and officer
changes)
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Exhibit
99.2
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Press
Release dated November 16, 2009 (regarding dividends)
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Exhibit
99.3
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Revised
Form of Indemnification Agreement for Directors and
Officers
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