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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
NOVEMBER 19, 1996
(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)
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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 November 19, 1996 for the sale of 1,250,000 shares of
the above-referenced Common Stock (the "Offering"). 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
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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).
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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: November 19, 1996
Redwood Trust, Inc.
By: /s/ Vickie L. Rath
_________________________________
Vickie L. Rath
Vice President, Treasurer and
Controller
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EXHIBIT INDEX
Exhibit Number Page Number
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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).................................