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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
Redwood Trust, Inc.
-------------------------------------------------------------
(Name of Issuer)
Common Stock
---------------------------------------------------
(Title of Class of Securities)
758075402
-----------------------------------------
(CUSIP Number)
Stuart B. Panish c/o Zweig-DiMenna Associates LLC, 900 Third Avenue
New York, New York 10022 (212) 451-1100
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 28, 1997
-------------------------------------------
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with this statement [_]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 758075402
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Zweig-DiMenna Special Opportunities, L.P.
Zweig-DiMenna Partners, L.P.
Zweig-DiMenna International Limited
Zweig-DiMenna International Managers, Inc., on behalf of a
discretionary account
Gotham Advisors, Inc., on behalf of a discretionary account
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS* WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Zweig-DiMenna Special Opportunities, L.P. - Delaware
Zweig-DiMenna Partners, L.P. - New York
Zweig-DiMenna International Limited - British Virgin Islands
Zweig-DiMenna International Managers, Inc. - Delaware
Gotham Advisors, Inc. - Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
Zweig-DiMenna Special Opportunities, L.P.-133,700
Zweig-DiMenna International Limited-479,700
Zweig-DiMenna International Managers, Inc., on behalf of a discretionary
account-109,400
Zweig-DiMenna Partners, L.P.-215,800
Gotham Advisors, Inc., on behalf of a discretionary account-60,400
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
Zweig-DiMenna Special Opportunities, L.P.-133,700
Zweig-DiMenna International Limited-479,700
Zweig-DiMenna International Managers, Inc., on behalf of a discretionary
account-109,400
Zweig-DiMenna Partners, L.P.-215,800
Gotham Advisors, Inc., on behalf of a discretionary account-60,400
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Zweig-DiMenna Special Opportunities, L.P.-133,700
Zweig-DiMenna International Limited-479,700
Zweig-DiMenna International Managers, Inc., on behalf of a discretionary
account-109,400
Zweig-DiMenna Partners, L.P.-215,800
Gotham Advisors, Inc., on behalf of a discretionary account-60,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
Total-6.7%
Zweig-DiMenna Special Opportunities, L.P.-0.9%
Zweig-DiMenna International Limited-3.2%
Zweig-DiMenna International Managers, Inc., on behalf of a discretionary
account-0.7%
Zweig-DiMenna Partners, L.P.-1.5%
Gotham Advisors, Inc., on behalf of a discretionary account-0.4%
14 TYPE OF REPORTING PERSON*
Zweig-DiMenna Special Opportunities, L.P. - PN
Zweig-DiMenna Partners, L.P. - PN
Zweig-DiMenna International Limited - CO
Zweig-DiMenna International Managers, Inc. - CO
Gotham Advisors, Inc. - CO
<PAGE>
SCHEDULE 13D
ITEM 1 SECURITY AND ISSUER
Redwood Trust, Inc.
591 Redwood Highway, Suite 3100
Mill Valley, California 94941
Common Stock, par value $.01 per share.
ITEM 2 IDENTITY AND BACKGROUND
A. Zweig-DiMenna Special Opportunities, L.P.
Zweig-DiMenna Special Opportunities, L.P., a Delaware limited
partnership, is a private investment partnership which seeks
appreciation of the Partnership's assets for the benefit of its
partners. The address of its principal business and its principal office
is 900 Third Avenue, New York, New York 10022. The following information
is provided as to each general partner of Zweig-DiMenna Special
Opportunities, L.P.:
1. Zweig-DiMenna Associates LLC, a New York limited liability company,
is the managing general partner of Zweig-DiMenna Special
Opportunities, L.P. Its principal business and office address is 900
Third Avenue, New York, New York 10022. Its managing directors are
Martin E. Zweig and Joseph A. DiMenna, and its principals are Brenda
M. Earl, Carol R. Whitehead and Jeffrey R. Perry. Dr. Zweig, Mr.
DiMenna, Ms. Earl, Ms. Whitehead and Mr. Perry are the sole members
of Zweig-DiMenna Associates LLC. The following information is
provided as to each of the above mentioned managing directors and
principals.
i) a) Name - Martin E. Zweig.
b) Residence or Business Address - 900 Third Avenue, New York, New
York 10022.
c) Present Principal Occupation, etc. - Dr. Zweig is Chairman of
the Board and President of The Zweig Fund, Inc. and The Zweig
Total Return Fund, Inc., each of which is a New York Stock
Exchange listed investment company. He is also President of
Zweig Advisors Inc., Zweig Total Return Advisors, Inc., Gotham
Advisors, Inc., Zweig Associates, Inc., Zweig-DiMenna
International Managers, Inc. and Zweig Securities Advisory
Service, Inc. He is Chairman of Euclid Advisors LLC. He is
President of the Zweig Series Trust mutual fund and Chairman of
Zweig/Glaser Advisers, the investment manager of the Zweig
Series Trust. Dr. Zweig is a Managing Director of the Managing
General Partner of Zweig-DiMenna Partners, L.P. and Zweig-
DiMenna Special Opportunities, L.P.,
<PAGE>
each of which is an investment partnership. The business address
of the principal entities referred to above is 900 Third Avenue,
New York, New York 10022.
d) Dr. Zweig is a citizen of the United States.
ii) a) Name - Joseph A. DiMenna.
b) Residence or Business Address - 900 Third Avenue, New York, New
York 10022.
c) Present Principal Occupation, etc. - Mr. DiMenna is a Managing
Director of the Managing General Partner of Zweig-DiMenna
Partners, L.P. and Zweig-DiMenna Special Opportunities, L.P.,
Executive Vice President and Treasurer of Zweig Associates,
Inc., Executive Vice President of Zweig-DiMenna International
Managers, Inc. and Vice President of Gotham Advisors, Inc. The
business address of the principal entities referred to above is
900 Third Avenue, New York, New York 10022.
d) Mr. DiMenna is a citizen of the United States.
iii) a) Name - Brenda M. Earl.
b) Residence or Business Address - 900 Third Avenue, New York, New
York 10022.
c) Present Principal Occupation, etc. - Ms. Earl is a Principal of
the Managing General Partner of Zweig-DiMenna Partners, L.P. and
Zweig-DiMenna Special Opportunities, L.P., Vice President -
Research of Zweig Associates, Inc., and Vice President -
Research of Zweig-DiMenna International Managers, Inc. The
business address of the principal entities referred to above is
900 Third Avenue, New York, New York 10022.
d) Ms. Earl is a citizen of the United States.
iv) a) Name - Carol R. Whitehead.
b) Residence or Business Address - 900 Third Avenue, New York, New
York 10022.
c) Present Principal Occupation, etc. - Ms. Whitehead is a
Principal of the Managing General Partner of Zweig-DiMenna
Partners, L.P. and Zweig-DiMenna Special Opportunities, L.P.,
Vice President - Marketing of Zweig Associates, Inc., and Vice
President - Business Development of Zweig-DiMenna International
Managers, Inc. The business address of the principal entities
referred to above is 900 Third Avenue, New York, New York 10022.
<PAGE>
d) Ms. Whitehead is a citizen of the United States.
v) a) Name - Jeffrey R. Perry.
b) Residence or Business Address - 900 Third Avenue, New York, New
York 10022.
c) Present Principal Occupation, etc. - Mr. Perry is a Principal of
the Managing General Partner of Zweig-DiMenna Partners, L.P. and
Zweig-DiMenna Special Opportunities, L.P., Vice President -
Research of Zweig Associates, Inc., and Vice President -
Research of Zweig-DiMenna International Managers, Inc. The
business address of the principal entities referred to above is
900 Third Avenue, New York, New York 10022.
d) Mr. Perry is a citizen of the United States.
2. Zweig Associates, Inc., a New York corporation, is a general partner
of Zweig-DiMenna Special Opportunities, L.P. Its principal business
and office address is 900 Third Avenue, New York, New York 10022.
Martin E. Zweig is President, Joseph A. DiMenna is Executive Vice
President, Carol R. Whitehead is Vice President - Marketing and
Brenda M. Earl and Jeffrey R. Perry is each a Vice President -
Research of Zweig Associates, Inc. Martin E. Zweig, Joseph A.
DiMenna and Carol Whitehead are the directors and shareholders of
Zweig Associates, Inc. Reference is made to Item 2.A.1, above, for
information about such individuals.
None of the above, i.e., Zweig- DiMenna Special Opportunities, L.P.,
Zweig-DiMenna Associates LLC, Zweig Associates, Inc., Martin E.
Zweig, Joseph A. DiMenna, Brenda M. Earl, Carol R. Whitehead or
Jeffrey R. Perry has, during the last five years, (i) been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding 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 laws or
finding any violation with respect to such laws.
B. Zweig-DiMenna International Limited
Zweig-DiMenna International Limited is incorporated in the Territory of
the British Virgin Islands. Its business is investing and trading
primarily in U.S. equity securities. The address of its principal
business and its principal office is Maritime House, Frederick Street,
Suite 200, P.O. Box N-9932, Nassau, Bahamas. The following information
is provided as to each executive officer and director of such
corporation, each person controlling such corporation and each executive
officer
<PAGE>
and director of any corporation or other person ultimately in
control of such corporation:
1. a) Name - Cedric B. Moss, Managing Director.
b) Residence or Business Address - c/o Dominion Management Services
Limited, P.O. Box N-9932, Maritime House, Frederick Street,
Nassau, Bahamas.
c) Present Principal Occupation, etc. - Mr. Moss is President of
Dominion Management Services Limited, the Administrator of
Zweig-DiMenna International Limited. The business address of the
entity referred to above is Dominion Management Services
Limited, P.O. Box N-9932, Maritime House, Frederick Street,
Nassau, Bahamas.
d) Mr. Moss is a Bahamian citizen.
2. a) Name - Frederick A. Mitchell, Director.
b) Residence or Business Address - P.O. Box N3928, Gwendolyn House,
Nassau, Bahamas.
c) Present Principal Occupation, etc. - Mr. Mitchell is a
practicing attorney in the firm Gwendolyn House in Nassau. He is
a Senator in the Senate of the Commonwealth of The Bahamas.
d) Mr. Mitchell is a Bahamian citizen.
3. a) Name - Michael D. Riegels, Director.
b) Residence or Business Address - Harney, Westwood & Riegels,
Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British
Virgin Islands.
c) Present Principal Occupation, etc. - Mr. Riegels is the Senior
Partner of the law firm of Harney, Westwood & Riegels.
d) Mr. Riegels is a British Dependent Territories Citizen.
4. Zweig-DiMenna International Managers, Inc. - the Investment Manager
of Zweig-DiMenna International Limited. It is incorporated under the
laws of the State of Delaware. Its principal business address and
the address of its principal office is 900 Third Avenue, New York,
New York 10022. Dr. Martin E. Zweig and Mr. Joseph A. DiMenna are
the directors and principal officers, and Ms. Carol R Whitehead is
Vice President - Business Development, and Ms. Brenda M. Earl and
Mr. Jeffrey R. Perry is each a Vice President - Research, of Zweig-
DiMenna International Managers, Inc. Martin E. Zweig and Joseph A.
DiMenna are the
<PAGE>
principal stockholders of Zweig-DiMenna International Managers, Inc.
Reference is made to Item 2.A.1, above, for information about such
individuals.
None of the above, i.e., Zweig-DiMenna International Limited, Cedric
B. Moss, Frederick A. Mitchell, Michael D. Riegels, or Zweig-DiMenna
International Managers, Inc. has, during the last five years, (i)
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding 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 laws or finding any violation with respect to such laws.
C. Zweig-DiMenna Partners, L.P., a New York limited partnership, is a
private investment partnership which seeks appreciation of the
Partnership's assets for the benefit of its partners. The address of its
principal business and its principal office is 900 Third Avenue, New
York, New York 10022. The following information is provided as to each
general partner of Zweig-DiMenna Partners, L.P.:
1. Zweig-DiMenna Associates LLC is the managing general partner of
Zweig-DiMenna Partners, L.P. Reference is made to Item 2.A.1, above,
for information about Zweig-DiMenna Associates LLC and its managing
directors, principals and members.
2. Zweig Associates, Inc. is a general partner of Zweig-DiMenna
Partners, L.P. Reference is made to Item 2.A.2, above, for
information about Zweig Associates, Inc. and its directors, officers
and shareholders.
None of the above, i.e., Zweig-DiMenna Partners, L.P., Zweig-DiMenna
Associates LLC, Zweig Associates, Inc., Martin E. Zweig, Joseph A.
DiMenna, Brenda M. Earl, Carol R. Whitehead or Jeffrey R. Perry has,
during the last five years, (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding 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 laws or finding
any violation with respect to such laws.
D. Zweig-DiMenna International Managers, Inc., investment manager for a
foreign discretionary account. Reference is made to Item 2.B.4, above,
for information about Zweig-DiMenna International Managers, Inc. and its
officers, directors and stockholders.
None of the above, i.e., Zweig-DiMenna International Mangers, Inc.,
Martin E. Zweig, Joseph A. DiMenna, Brenda M. Earl, Carol R. Whitehead
or Jeffrey R.
<PAGE>
Perry has, during the last five years, (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding 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 laws or finding any violation with respect
to such laws.
E. Gotham Advisors, Inc., investment manager for an ERISA plan
discretionary account. It is incorporated under the laws of the State of
Delaware. Its principal business address and the address of its
principal office is 900 Third Avenue, New York, New York 10022. Dr.
Martin E. Zweig is the sole director, and Dr. Zweig and Mr. Joseph A.
DiMenna are the principal officers, of Gotham Advisors, Inc. Dr. Zweig,
Mr. DiMenna and Ms. Brenda M. Earl are the stockholders of Gotham
Advisors, Inc. Reference is made to Item 2.A.1, above, for information
about such individuals.
None of the above, i.e., Gotham Advisors, Inc., Martin E. Zweig, Joseph
A. DiMenna or Brenda M. Earl has, during the last five years, (i) been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding 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 laws or finding any
violation with respect to such laws.
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
The securities of Redwood Trust, Inc. were purchased at an aggregate
cost of $44,369,283 with the investment capital of Zweig-DiMenna Special
Opportunities, L.P., Zweig-DiMenna International Limited, Zweig-DiMenna
Partners, L.P., the discretionary account managed by Zweig-DiMenna
International Managers, Inc. (the "ZDIM Account") and the discretionary
account managed by Gotham Advisors, Inc. (the "Gotham Account"). No part
of the purchase price was made up of borrowed funds or funds otherwise
obtained for the purpose of acquiring, holding, trading or voting such
securities.
ITEM 4 PURPOSE OF TRANSACTION
Transactions for the purchase of shares of Common Stock (the "Shares")
of Redwood Trust, Inc. (the "Company") were executed by Zweig-DiMenna
Special Opportunities, L.P., Zweig-DiMenna International Limited, Zweig-
DiMenna Partners, L.P., the ZDIM Account and the Gotham Account (the
"Investors") for investment purposes only. The Investors continue to
evaluate their ownership and voting position in the Company and may
consider the following future courses of action: (i) continuing to hold
the Shares for investment; (ii) disposing of all or a portion of the
Shares in open market sales or in privately negotiated transactions; or
(iii) acquiring additional shares of common stock in
<PAGE>
the open market or in privately negotiated transactions. The Investors
have not as yet determined which of the courses of action specified in
this paragraph they may ultimately take. The Investors' future actions
with regard to this investment in the Company are dependent upon their
evaluation of a variety of circumstances affecting the Company in the
future, including the market price of the Company's common stock, the
Company's prospects and their own portfolios.
Other than as described above, the Investors do not have any present
plans or proposals which relate to or would result in any of the
following (although they reserve the right to develop such plans or
proposals): a) the acquisition by any person of additional securities of
the Company, or the disposition of securities of the Company; b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries; c) a sale
or transfer of a material amount of assets of the Company or any of its
subsidiaries; d) any change in the present board of directors or
management of the Company, 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 Company; f) any other material change in the Company's
business or corporate structure; g) changes in the Company's charter,
by-laws or instruments corresponding thereto or other actions which may
impede the acquisition or control of the Company by any person; h)
causing a class of securities of the Company 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 Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934; or j) any action similar to those
enumerated above.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
a. Aggregate number of shares beneficially owned:
Zweig-DiMenna Special Opportunities, L.P. - 133,700
Zweig-DiMenna International Limited - 479,700
Zweig-DiMenna Partners, L.P. - 215,800
ZDIM Account - 109,400
Gotham Account - 60,400
Percent of class beneficially owned:
Zweig-DiMenna Special Opportunities, L.P. - 0.9%
Zweig-DiMenna International Limited - 3.2%
<PAGE>
Zweig-DiMenna Partners, L.P. - 1.5%
ZDIM Account - 0.7%
Gotham Account - 0.4%
b. Number of shares as to which there is sole power to vote:
Zweig-DiMenna Special Opportunities, L.P. - 133,700
Zweig-DiMenna International Limited - 479,700
Zweig-DiMenna Partners, L.P. - 215,800
ZDIM Account - 109,400
Gotham Account - 60,400
Number of shares as to which there is shared power to vote or to
direct the vote:
Zweig-DiMenna Special Opportunities, L.P. - 0
Zweig-DiMenna International Limited - 0
Zweig-DiMenna Partners, L.P. - 0
ZDIM Account - 0
Gotham Account - 0
Number of shares as to which there is sole power to dispose or to
direct the disposition:
Zweig-DiMenna Special Opportunities, L.P. - 133,700
Zweig-DiMenna International Limited - 479,700
Zweig-DiMenna Partners, L.P. - 215,800
ZDIM Account - 109,400
Gotham Account - 60,400
<PAGE>
Number of shares as to which there is shared power to dispose or
to direct the disposition:
Zweig-DiMenna Special Opportunities, L.P. - 0
Zweig-DiMenna International Limited - 0
Zweig-DiMenna Partners, L.P. - 0
ZDIM Account - 0
Gotham Account - 0
c. Since May 29, 1997 Zweig-DiMenna Special Opportunities, L.P., Zweig-
DiMenna International Limited, Zweig-DiMenna Partners, L.P., the
ZDIM Account and the Gotham Account purchased, as indicated, the
Shares on the open market on the following dates and at the
following prices and in the following amounts:
ZWEIG-DIMENNA SPECIAL OPPORTUNITIES, L.P.
DATE DESCRIPTION OF PURCHASE
6/24/97 Purchased 5,300 shares at $47.3750 a share
6/27/97 Purchased 15,000 shares at $45.6250 a share
7/1/97 Purchased 5,000 shares at $45.50 a share
7/1/97 Purchased 5,000 shares at $46.00 a share
7/2/97 Purchased 12,000 shares at $45.6250 a share
7/25/97 Purchased 44,700 shares at $45.00 a share
7/28/97 Purchased 16,000 shares at $44.3333 a share
7/28/97 Purchased 5,300 shares at $44.8158 a share
7/28/97 Purchased 700 shares at $44.7825 a share
7/29/97 Purchased 3,300 shares at $44.2750 a share
7/30/97 Purchased 3,300 shares at $44.90 a share
7/31/97 Purchased 10,000 shares at $41.7008 a share
<PAGE>
8/1/97 Purchased 2,700 shares at $42.00 a share
8/4/97 Purchased 5,400 shares at $41.6719 a share
ZWEIG-DIMENNA INTERNATIONAL LIMITED
DATE DESCRIPTION OF PURCHASE
6/11/97 Purchased 13,800 shares at $52.3750 a share
6/12/97 Purchased 11,100 shares at $52.6125 a share
6/13/97 Purchased 27,600 shares at $48.8825 a share
6/16/97 Purchased 24,600 shares at $46.6806 a share
6/19/97 Purchased 13,800 shares at $49.310 a share
6/23/97 Purchased 27,600 shares at $48.6250 a share
6/24/97 Purchased 19,200 shares at $47.375 a share
7/25/97 Purchased 31,800 shares at $45.00 a share
7/28/97 Purchased 57,800 shares at $44.3333 a share
7/28/97 Purchased 18,800 shares at $44.8158 a share
7/28/97 Purchased 2,400 shares at $44.7825 a share
7/29/97 Purchased 12,100 shares at $44.2750 a share
7/30/97 Purchased 12,100 shares at $44.90 a share
7/31/97 Purchased 36,200 shares at $41.7008 a share
8/1/97 Purchased 9,600 shares at $42.00 a share
8/4/97 Purchased 19,300 shares at $41.6719 a share
<PAGE>
ZWEIG-DIMENNA PARTNERS, L.P.
DATE DESCRIPTION OF PURCHASE
6/11/97 Purchased 6,500 shares at $52.3750 a share
6/12/97 Purchased 5,200 shares at $52.6125 a share
6/13/97 Purchased 13,100 shares at $48.8825 a share
6/16/97 Purchased 11,400 shares at $46.6806 a share
6/19/97 Purchased 6,200 shares at $49.310 a share
6/23/97 Purchased 12,500 shares at $48.6250 a share
6/24/97 Purchased 8,700 shares at $47.375 a share
7/25/97 Purchased 17,300 shares at $45.00 a share
7/28/97 Purchased 25,900 shares at $44.3333 a share
7/28/97 Purchased 8,500 shares at $44.8158 a share
7/28/97 Purchased 1,100 shares at $44.7825 a share
7/29/97 Purchased 5,400 shares at $44.2750 a share
7/30/97 Purchased 5,400 shares at $44.90 a share
7/31/97 Purchased 16,100 shares at $41.7008 a share
8/1/97 Purchased 4,300 shares at $42.00 a share
8/4/97 Purchased 8,600 shares at $41.6719 a share
ZDIM ACCOUNT
DATE DESCRIPTION OF PURCHASE
6/11/97 Purchased 3,000 shares at $52.3750 a share
6/12/97 Purchased 2,400 shares at $52.6125 a share
<PAGE>
6/13/97 Purchased 6,000 shares at $48.8825 a share
6/16/97 Purchased 5,800 shares at $46.6806 a share
6/19/97 Purchased 3,200 shares at $49.310 a share
6/23/97 Purchased 6,400 shares at $48.6250 a share
6/24/97 Purchased 4,400 shares at $47.375 a share
7/25/97 Purchased 8,800 shares at $45.00 a share
7/28/97 Purchased 13,100 shares at $44.3333 a share
7/28/97 Purchased 4,300 shares at $44.8158 a share
7/28/97 Purchased 500 shares at $44.7825 a share
7/29/97 Purchased 2,700 shares at $44.2750 a share
7/30/97 Purchased 2,700 shares at $44.90 a share
7/31/97 Purchased 8,200 shares at $41.7008 a share
8/1/97 Purchased 2,200 shares at $42.00 a share
8/4/97 Purchased 4,300 shares at $41.6719 a share
GOTHAM ACCOUNT
DATE DESCRIPTION OF PURCHASE
6/11/97 Purchased 1,700 shares at $52.3750 a share
6/12/97 Purchased 1,300 shares at $52.6125 a share
6/13/97 Purchased 3,300 shares at $48.8825 a share
6/16/97 Purchased 3,200 shares at $46.6806 a share
6/19/97 Purchased 1,800 shares at $49.310 a share
6/23/97 Purchased 3,500 shares at $48.6250 a share
6/24/97 Purchased 2,400 shares at $47.375 a share
<PAGE>
7/25/97 Purchased 5,100 shares at $45.00 a share
7/28/97 Purchased 7,200 shares at $44.3333 a share
7/28/97 Purchased 2,400 shares at $44.8158 a share
7/28/97 Purchased 300 shares at $44.7825 a share
7/29/97 Purchased 1,500 shares at $44.2750 a share
7/30/97 Purchased 1,500 shares at $44.90 a share
7/31/97 Purchased 4,500 shares at $41.7008 a share
8/1/97 Purchased 2,200 shares at $42.00 a share
8/4/97 Purchased 2,400 shares at $41.6719 a share
d. Not applicable.
e. Not applicable.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
None.
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Joint Filing Agreement among Zweig-DiMenna Special
Opportunities, L.P., Zweig-DiMenna International Limited, Zweig-DiMenna
Partners, L.P., Zweig-DiMenna International Managers, Inc. and Gotham
Advisors, Inc.
<PAGE>
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: August 5, 1997
ZWEIG-DiMENNA INTERNATIONAL LIMITED
By: Zweig-DiMenna International Managers, Inc.,
Investment Manager
By: /s/ Joseph A. DiMenna
------------------------------
Name: Joseph A. DiMenna
Title: Executive Vice President
ZWEIG-DiMENNA PARTNERS, L.P.
By: Zweig-DiMenna Associates LLC,
Managing General Partner
By: /s/ Joseph A. DiMenna
------------------------------
Name: Joseph A. DiMenna
Title: Managing Director of Managing General Partner
ZWEIG-DiMENNA SPECIAL OPPORTUNITIES, L.P.
By: Zweig-DiMenna Associates LLC,
Managing General Partner
By: /s/ Joseph A. DiMenna
------------------------------
Name: Joseph A. DiMenna
Title: Managing Director of Managing General Partner
ZWEIG-DiMENNA INTERNATIONAL MANAGERS, INC.
By: /s/ Joseph A. DiMenna
------------------------------
Name: Joseph A. DiMenna
Title: Executive Vice President
GOTHAM ADVISORS, INC.
By: /s/ Joseph A. DiMenna
------------------------------
Name: Joseph A. DiMenna
Title: Vice President
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT AMONG INVESTORS
This Joint Filing Agreement is entered into this fifth day of August, 1997
by Zweig-DiMenna International Limited, a British Virgin Islands corporation,
Zweig-DiMenna Partners, L.P., a New York limited partnership, Zweig-DiMenna
Special Opportunities, L.P., a Delaware limited partnership, Zweig-DiMenna
International Managers, Inc., a Delaware corporation, and Gotham Advisors, Inc.,
a Delaware corporation, collectively the "Investors". In lieu of filing
separate statements on Schedule 13D, the Investors hereby agree to file a joint
statement on Schedule 13D pursuant to Rule 13d-1(f)(1) under the Exchange Act of
1934 with respect to the Common Stock of Redwood Trust, Inc.
This Agreement shall be filed as an exhibit to the statement on Schedule
13D filed on behalf of the Investors and constitutes the Investors' consent to
file a joint Schedule 13D.
ZWEIG-DiMENNA INTERNATIONAL LIMITED
By: Zweig-DiMenna International Managers, Inc.,
Investment Manager
By: /s/ Joseph A. DiMenna
------------------------------
Name: Joseph A. DiMenna
Title: Executive Vice President
ZWEIG-DiMENNA PARTNERS, L.P.
By: Zweig-DiMenna Associates LLC,
Managing General Partner
By: /s/ Joseph A. DiMenna
------------------------------
Name: Joseph A. DiMenna
Title: Managing Director of Managing General Partner
ZWEIG-DiMENNA SPECIAL OPPORTUNITIES, L.P.
By: Zweig-DiMenna Associates LLC,
Managing General Partner
By: /s/ Joseph A. DiMenna
------------------------------
Name: Joseph A. DiMenna
Title: Managing Director of Managing General Partner
ZWEIG-DiMENNA INTERNATIONAL MANAGERS, INC.
By: /s/ Joseph A. DiMenna
------------------------------
Name: Joseph A. DiMenna
Title: Executive Vice President
GOTHAM ADVISORS, INC.
By: /s/ Joseph A. DiMenna
------------------------------
Name: Joseph A. DiMenna
Title: Vice President
