As filed with the Securities and Exchange Commission
on {April 21} [August 5, 1997
Registration No. 333-13113
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. {2} [3]
TO
FORM S-11
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
REDWOOD MORTGAGE INVESTORS VIII, a California Limited Partnership
(Exact name of registrant as specified in its charter)
CALIFORNIA 6611 94-3158788
(State of other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
650 El Camino Real, Suite G, Redwood City, California 94063 (415) 365-5341
(Address and telephone number of principal executive offices)
650 El Camino Real, Suite G, Redwood City, California 94063 (415) 365-5341
(Address of principal place of business or intended principal place of business)
D. Russell Burwell
650 El Camino Real, Suite G, Redwood City, California 94063 (415) 365-5341
(Name, address, including zip code and telephone number,including area code of
agent for service)
Copies to:
Stephen C. Ryan, Esq.
Anne R. Knowles, Esq.
Landels Ripley & Diamond, LLP
{115 Sansome St., Suite 400} [350 The Embarcadero]
San Francisco, CA 94105
Approximate date of commencement
of proposed sale to public:
As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box: X
<PAGE>
SUPPLEMENT NO. 2
DATED AUGUST 1, 1997
TO THE PROSPECTUS DATED DECEMBER 4, 1996
REDWOOD MORTGAGE INVESTORS VIII
A California Limited Partnership
The following information updates the Prospectus of Redwood Mortgage
Investors VIII, a California limited partnership (the "Partnership") dated
December 4, 1996 (the "Prospectus"). This information is part of and must
accompany the Prospectus.
Plan of Distribution. The General Partners may accept unsolicited orders
for Units directly from an Investor who did not utilize the services of a
Participating Broker Dealer, but instead utilized the services of a registered
investment advisor. In connection with such sales, Redwood Mortgage will pay to
the Partnership an amount equal to the sales commissions otherwise attributable
to a sale of a Unit through a Participating Broker Dealer. The Partnership in
turn will credit such amounts received by Redwood Mortgage to the account of the
Investor who placed the unsolicited order.
Investors who acquire Units directly from the Partnership will have the
election, in their subscription document, to authorize the Partnership to pay
their registered investment advisor an estimated quarterly amount of no more
than 2% annually of the Investor's Capital Account that would otherwise be paid
to the Investor as Periodic Cash Distributions or compounded as Earnings
("Client Fees"). In the event that the Investor has elected to compound
Earnings, then the amount of the Earnings reinvested by such Investor will be
reduced by an amount equal to the amount of the Client Fees paid. Thus, the
amount of the Periodic Cash Distributions paid or the amount of Earnings
compounded will be less for investors who elect to pay Client Fees through the
Partnership. The authorization to pay Client Fees is solely at the election of
the Investor and is not a requirement of investment.
All Client Fees paid will be paid from those amounts that would otherwise
be paid to the Investor or compounded in his capital account. The payment of all
Client Fees is noncumulative and subject to the availability of sufficient
Earnings in the Capital Account of the Investor to make such payments. In no
event will any such fees be paid by the Partnership as sales commissions or
other compensation. The Partnership is merely agreeing to pay to the registered
investment advisor, as an administrative convenience to the Investor, those
amounts that would otherwise be paid to the Investor. In no event will the total
of all compensation including sales commissions, expense reimbursements, sales
seminar and/or due diligence expenses exceed ten percent (10%) of the program
proceeds received plus an additional one-half percent (0.5%) for bona fide due
diligence expenses as set forth in Rule 2810 of the NASD Conduct Rules.
All registered investment advisors will represent and warrant to the
Partnership that, among other things, that the investment in the Units is
suitable for the Investor, that he has informed the Investor of all pertinent
facts relating to the liquidity and marketability of Units, and that if he is
affiliated with an NASD registered broker or dealer that all Client Fees
received by him in connection with this transaction will be run through the
books and records of the NASD member in compliance with Notice to Members 96-33
and Rules 3030 and 3040 of the NASD Conduct Rules.
<PAGE>
EXHIBIT B
SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY
REDWOOD MORTGAGE INVESTORS VIII,
A California Limited Partnership
UNSOLICITED SALES
The undersigned hereby applies to become a Limited Partner in REDWOOD
MORTGAGE INVESTORS VIII, a California limited partnership (the "Partnership"),
and subscribes to purchase the number of Units specified herein in accordance
with the terms and conditions of the Limited Partnership Agreement attached as
Exhibit A to the Prospectus dated ______________, 1996.
1. Representations and Warranties. The undersigned represents and warrants
to the Partnership and its General Partners as follows:
(a) I have received, read and understand the Prospectus dated ____________,
1996, and in making this investment I am relying only on the information
provided therein. I have not relied on any statements or representations
inconsistent with those contained in the Prospectus.
(b) I, or the fiduciary account for which I am purchasing, meet the
applicable suitability standards and financial requirements set forth in the
Prospectus under "INVESTOR SUITABILITY STANDARDS" as they pertain to the state
of my primary residence and domicile.
(c) I am aware that this Subscription may be rejected in whole or in part
by the General Partners in their sole and absolute discretion; that my
investment, if accepted, is subject to certain risks described in part in "RISKS
AND OTHER FACTORS" set forth in the Prospectus; and that there will be no public
market for Units, and accordingly, it may not be possible for me to readily
liquidate my investment in the Partnership.
(d) I have been informed by the Advisor or Participating Broker-Dealer firm
specified herein, if any, of all pertinent facts relating to the lack of
liquidity or marketability of this investment. I understand that Units may not
be sold or otherwise disposed of without the prior written consent of the
General Partners, which consent may be granted or withheld in their sole
discretion, that any transfer is subject to numerous other restrictions
described in the Prospectus and in the Limited Partnership Agreement, and that
if I am a resident of California or if the transfer occurs in California, any
such transfer is also subject to the prior written consent of the California
Commissioner of Corporations. I have liquid assets sufficient to assure myself
that such purchase will cause me no undue financial difficulties and that I can
provide for my current needs and possible personal contingencies, or if I am the
trustee of a retirement trust, that the limited liquidity of the Units will not
cause difficulty in meeting the trust's obligations to make distributions to
plan participants in a timely manner.
(e) I am of the age of majority (as established in the state in which I am
domiciled) if I am an individual, and in any event, I have full power, capacity,
and authority to enter into a contractual relationship with the Partnership. If
acting in a representative or fiduciary capacity for a corporation, partnership
or trust, or as a custodian, or agent for any person or entity. I have full
power or authority to enter into this Subscription Agreement in such capacity
and on behalf of such corporation, partnership, trust, person or entity;
(f) By virtue of my own investment acumen and experience or financial
advice from my independent advisors (other than a person receiving commissions
by reason of my purchase of Units), I am capable of evaluating the risks and
merits of an investment in the Partnership.
<PAGE>
(g) I am buying the Units solely for my own account, or for the account of
a member or members of my immediate family or in a fiduciary capacity for the
account of another person or entity and not as an agent for another.
(h) I acknowledge and agree that counsel representing the Partnership, the
General Partners and their Affiliates does not represent me and shall not be
deemed under the applicable codes of professional responsibility to have
represented or to be representing me or any of the Limited Partners in any
respect.
(i) If I am buying the Units in a fiduciary capacity or as a custodian for
the account of another person or entity, I have been directed by that person or
entity to purchase the Unit(s), and such person or entity is aware of my
purchase of Units on their behalf, and consents thereto and is aware of the
merits and risks involved in the investment in the Partnership.
(j) If I have used the services of a Registered Investment Advisor
("Advisor") in connection with my acquisition of Units, I understand that I may,
but am not obligated to, authorize the Partnership to pay any Client Fees owing
to my Advisor based upon the outstanding balance in my capital account and
payable from cash distributions payable to me either in the form of cash or
Units. I further understand and acknowledge that if I elect to have such Client
Fees paid through the Partnership I will receive less cash or Units, as
applicable, from distributions than an investor who does not pay such Client
Fees or does not pay such Client Fees through the Partnership. Further, I
understand and acknowledge, that the Partnership and the General Partners are
merely, as an administrative convenience, making such payments of Client Fees to
the Advisor, and shall have no liability as a result thereof.
(k) If I authorize the Partnership to pay any Client Fees pursuant to the
terms of the Authorization to Make Payments of Client Fees (the "Authorization")
I understand and acknowledge that neither the Partnership nor the General
Partners shall have any liability for disbursement. The undersigned further
acknowledges that all cash distributions by the Partnership are noncumulative
and thus the obligation to pay Client Fees pursuant to the terms of the
Authorization is noncumulative. Further, the undersigned understands that the
General Partners are in no way guaranteeing that there will be sufficient cash
flow for cash distributions or that such distribution will be sufficient to make
the payments authorized by the Authorization. In the event of insufficient cash
distributions, the General Partners and the Partnership shall have no liability
to the undersigned or their registered investment advisor.
By making these representations, the subscriber has not waived any right of
action available under applicable federal or state securities laws.
2. Power of Attorney. The undersigned hereby irrevocably constitutes and
appoints the General Partners, and each of them, either one acting alone, as his
true and lawful attorney-in-fact, with full power and authority for him, and in
his name, place and stead, to execute, acknowledge, publish and file:
(a) The Limited Partnership Agreement, the Certificate of Limited
Partnership and any amendments thereto or cancellations thereof required under
the laws of the State of California;
(b) Any other certificates, instruments, and documents as may be required
by, or may be appropriate under, the laws of any state or other jurisdiction in
which the Partnership is doing or intends to do business; and
(c) Any documents which may be required to effect the continuation of the
Partnership, the admission of an additional or substituted Limited Partner, or
the dissolution and termination of the Partnership.
<PAGE>
The power of attorney granted above is a special power of attorney coupled
with an interest, is irrevocable, and shall survive the death or incapacity of
the undersigned or, if the undersigned is a corporation, partnership, trust or
association, the dissolution or termination thereof. The power of attorney shall
also survive the delivery of an assignment of Units by a Limited Partner;
provided, that where the assignee thereof has been approved by the General
Partners for admission to the Partnership as a substituted Limited Partner, such
power of attorney shall survive the delivery of such assignment for the sole
purpose of enabling the General Partners to execute, acknowledge, file and
record any instrument necessary to effect such substitution.
3. Acceptance. This Subscription Agreement will be accepted or rejected by
a General Partner within thirty (30) days of its receipt by the Partnership.
Upon acceptance, this subscription will become irrevocable, and will obligate
the undersigned to purchase the number of Units specified herein, for the
purchase price of $100 per Unit. The General Partners will return a
countersigned copy of this Subscription Agreement to accepted subscribers, which
copy (together with my canceled check) will be evidence of my purchase of Units.
4. Payment of Subscription Price. The full purchase price for Units is $100
per Unit, payable in cash concurrently with delivery of this Subscription
Agreement. I understand that my subscription funds will be held by the General
Partners, until my funds are needed by the Partnership to fund a Mortgage
Investment or for other proper Partnership purposes, and only then will I
actually be admitted to the Partnership. In the interim, my subscription funds
will earn interest at passbook savings accounts rates. If I elect to receive
monthly, quarterly or annual cash distributions, then such interest will be
returned to me when I am admitted to the Partnership. If I elect to allow my
share of Partnership income in the form of additional Units that will be
reinvested by the Partnership, then such interest will be invested in the
Partnership in which case I understand that the number of Units I initially
subscribed for will be increased accordingly. If I initially elect to receive
additional Units and reinvest my share of Partnership income, I may after three
(3) years change my election and receive monthly, quarterly or annual cash
distributions. I understand that if I initially elect to receive monthly,
quarterly or annual cash distributions, my election to receive cash
distributions is irrevocable. However, I understand that I may change whether I
receive such distributions on a monthly, quarterly or annual basis.
5. THE UNDERSIGNED AGREES TO INDEMNIFY AND HOLD REDWOOD MORTGAGE INVESTORS
VIII, A CALIFORNIA LIMITED PARTNERSHIP, AND ITS GENERAL PARTNERS AND OTHER
AGENTS AND EMPLOYEES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS,
LIABILITIES, AND DAMAGES, INCLUDING, WITHOUT LIMITATION, ALL ATTORNEYS' FEES
WHICH SHALL BE PAID AS INCURRED) WHICH ANY OF THEM MAY INCUR, IN ANY MANNER OR
TO ANY PERSON, BY REASON OF THE FALSITY, INCOMPLETENESS OR MISREPRESENTATION OF
ANY INFORMATION FURNISHED BY THE UNDERSIGNED HEREIN OR IN ANY DOCUMENT SUBMITTED
HEREWITH.
6. Signature. The undersigned represents that: (a) I have read the
foregoing and that all the information provided by me is accurate and complete;
and (b) I will notify the General Partners immediately of any material adverse
change in any of the information set forth herein which occurs prior to the
acceptance of my subscription.
<PAGE>
REDWOOD MORTGAGE INVESTORS VIII
SUBSCRIPTION AGREEMENT
PLEASE READ BOTH SIDES OF THIS AGREEMENT BEFORE SIGNING
Type Of Ownership: (check one)
1. [ ] SINGLE PERSON (I)
2. [ ] MARRIED PERSON-SEPARATE PROPERTY (I-2)
*3. [ ] COMMUNITY PROPERTY (COM)
*4. [ ] TENANTS IN COMMON (T)
(All parties must sign)
*5. [ ] JOINT TENANTS WITH RIGHTS OF
SURVIVORSHIP (J)
(All parties must sign)
6.[ ]CORPORATION: Authorized Party must sign on behalf of the corporation. (C)
7. [ ] TRUST (TR)
(Trustee signature required)
(Print trustee name(s) here; sign in signature section)
[ ] Taxable (TRT)
[ ] Tax Exempt (TRE)
8. [ ] PENSION PLAN (PP)
(Trustee signature required)
9. [ ] PROFIT SHARING PLAN (PSP)
(Trustee signature required)
10. [ ] (IRA) INDIVIDUAL RETIREMENT ACCOUNT
(Beneficiary & Plan Administrator must sign)
11. [ ] (SEP) IRA/SEP
(Beneficiary & Plan Administrator must sign)
12. [ ] ROLLOVER IRA (ROI)
(Beneficiary & Plan Administrator must sign)
13. [ ] KEOGH (H.R.10) (K)
(Custodian signature required)
14. [ ] PARTNERSHIP (P)
15. [ ] NON-PROFIT ORGANIZATION (NP)
16. [ ] CUSTODIAN (CU)
(Custodian signature required)
17. [ ] CUSTODIAN/UGMA (UGM)
(Custodian signature required)
18. [ ] OTHER (Explain)
<PAGE>
*Two or more signatures required. If using Ownership Boxes 7 through 18,
Complete Sections 1 through 7.
1. INVESTOR NAME AND ADDRESS
Type or print your name(s) exactly as they should appear in the account
records of the Partnership. Include the name and addresses of the trustee,
custodian and administrator when applicable. A social security number is
required for each individual investor or beneficiary. For IRAs, Keoghs, and
other trusts, a taxpayer identification number is also required. All checks and
correspondence will go to this address unless another address is listed in
Sections 2 or 5 below.
Individual Name
Additional Name(s) if held in joint tenancy, community property,
tenants-in-common)
Street Address
City State Zip Code
Daytime Phone Number Home Phone Number
<PAGE>
Taxpayer ID# Social Security #
A social security number or taxpayer identification number is
required for each individual investor.
(For IRAs, Keoghs (HR10) and Qualified Plans, the taxpayer identification
number is your plan or account tax or employer identification number. For most
individual taxpayers, it is your social security number. NOTE: If the Units are
to be held in more than one name, the number should be that of the first person
listed. For IRAs and Keoghs enter both the social security number and the
taxpayer identification number.)
State of Residence
IRA and KEOGH accounts: state of residence of plan beneficiary; all
others, state of residence of investor)
2. TRUST COMPANY REGISTRATION Name of Trust:
Please print here the exact name of Trust
and Trustee, Custodian or Administrator
Address
City State Zip Code
Taxpayer ID# Tax Year End
3. INVESTMENT Number of Units to be purchased:
Minimum Subscription is 20 Units at
$100 per Unit ($2,000), with Amount of payment enclosed:
additional investments of any
amount. Make check payable to
"Redwood Mortgage Investors VIII"
If the investor has elected to compound his share of monthly, quarterly or
annual income (see 4 below), then the interest earned on subscription funds
until admission to the Partnership will be invested in additional Units on
behalf of the investor; therefore, the actual number of Units to be issued to
the investor upon admission to the Partnership will be increased.
Check one: [ ] Initial Investment [ ] Additional Investment
4. DISTRIBUTIONS Does the investor wish to receive additional Units
that will be reinvested in lieu of cash distributions?
[ ] YES [ ] NO
If "NO", income shall be distributed:
[ ] Monthly [ ] Quarterly [ ] Annually.
The election to compound income may only be changed
after three (3) years.
5. SPECIAL ADDRESS FOR
CASH DISTRIBUTIONS Name
(If the Same as in 2, Please
Disregard)
Address
<PAGE>
City State Zip Code
If cash distributions are to be sent to a money market or other account at
an address other than that listed, please enter that account number and address
here. All other communications will be mailed to the investor's registered
address of record under Sections 2 or 3, or to the alternate address listed in
Section 6 above. In no event will the Partnership or its Affiliates be
responsible for any adverse consequences of direct deposits.
6. SIGNATURES WITNESS WHEREOF, the undersigned has executed below this
___ day of __________________________, _____,
at ________________________,
Investor's primary residence is in _______________________.
(Investor Signature and Title)
(Investor Signature and Title)
(Investor Signature and Title)
(Investor Signature and Title)
7. ADVISOR DATA (To Be Completed ByRecommending Advisor)
The undersigned Advisor hereby certifies that (i) a copy of the Prospectus,
as amended and/or supplemented to date, has been delivered to the above
investor; and (ii) that the appropriate suitability determination as set forth
in the Prospectus has been made and that the appropriate records are being
maintained.
Advisor:
Last Name First:
Street Address:
City, State, Zip Code:
Broker-Dealer Affiliated? [ ]YES [ ]NO
Are you a registered investment advisor ("RIA") under applicable
state or federal law? [ ]YES [ ]NO
The Advisor, by signing below, (1) certifies that he has reasonable grounds
to believe, on the basis of information obtained from the investor concerning
his investment objectives, other investments, financial situation and needs and
any other information known by the Advisor, that investment in the Units is
suitable for the investor and that suitability records are being maintained; (2)
certifies that if he is affiliated with an NASD affiliated broker-dealer, that
all fees received by him in connection with this transaction will be run through
the books and records of the NASD member in compliance with Notice to Members
96-33 and Rules 3030 and 3040 of the NASD Conduct Rules; (3) that he has
informed the investor of all pertinent facts relating to the liquidity and
marketability of the Units; (4) the undersigned agrees and acknowledges that the
General Partners are relying upon the certification of the undersigned herein
with respect to the suitability of the client to purchase limited partnership
units in the Partnership; (5) that if undersigned's client has elected to pay
Client Fees from Earnings, the undersigned hereby represents and warrants that
he is a Registered Investment Advisor under applicable Federal and/or State
securities laws; (6) that, if applicable, he understands and acknowledges that
neither the Partnership or the General Partners shall have any liability to him
with respect to any Client Fees paid from Investors' Earnings under the
Authorization Agreement and that the General Partners and the Partnership in no
way guarantee that there will be sufficient cash for distribution to Investors
and, thus in the case of a signed Authorization Agreement, sufficient cash for
the Investor to pay his Client Fees from Earnings; and (7) that, in any dispute
between the undersigned and the investor regarding payment of Client Fees, the
Partnership and the General Partners will respect the wishes of the Investor and
that the General Partners and the Partnership will have no liability to the
undersigned as a result thereof.
<PAGE>
Advisor's Signature X
Print or Type Name:
Please check applicable box. (Only Clients of RIAs may elect to have Client
Fees paid provided such Client Fees are no more than 2% annually of the assets
under management which for purposes of this Subscription Agreement is the
Investor's capital account.):
[ ] Yes Client Fees Paid If Client Fees are to be paid a completed
Authorization to Make Payments of Client Fees ("Authorization") attached hereto
must be completed, signed and returned to the General Partners along with this
Subscription Agreement.
If the Investor has elected to receive Cash Distributions, Client Fees will
be calculated on a monthly basis, beginning the first full month after the
Investor is admitted to the Partnership based upon the Capital Account balance
of the Investor at the end of the Month. Such Client Fees will be paid to the
Advisor at the same time the Investor receives their distributions (either on a
monthly, quarterly or annual basis), as set forth in Item 4 above.
If the Investor has elected to reinvest their earnings in lieu of receiving
periodic Cash Distributions, Client Fees will be calculated on a monthly basis,
beginning the first full month after the Investor is admitted to the Partnership
based upon the Capital Account balance of the Investor at the end of the month.
Such Client Fee shall be paid to the Advisor (please check one):
[ ] Monthly [ ] Quarterly [ ] Annually
[ ] No Client Fees Paid from Earnings or Distributions
8. ACCEPTANCE This subscription accepted
This Subscription will not be an
effective Agreement until it is REDWOOD MORTGAGE INVESTORS VIII,
signed by a General Partner of A California Limited Partnership
Redwood Mortgage Investors P.O. Box 5096
VIII, a California limited Redwood City, California 94063
partnership (415) 365-5341
By:
(Office Use Only)
Account #:
Investor Check Date:
Check Amount:
Check #:
Entered By:
Checked By:
Date Entered:
<PAGE>
REDWOOD MORTGAGE INVESTORS VIII
AUTHORIZATION TO MAKE PAYMENTS OF CLIENT FEES
FOR INVESTORS WHO UTILIZE THE SERVICES OF REGISTERED INVESTMENT ADVISORS ONLY
The undersigned Limited Partner hereby certifies that the undersigned is a
Limited Partner owning Units in Redwood Mortgage Investors VIII (the
"Partnership" or "RMI VIII"). By signing and delivering this Authorization to
the Partnership and the General Partners, the undersigned hereby authorizes and
directs the Partnership to pay to the person or entity set forth below as the
Payee an estimated annual amount equal to ___% (not more than 2% annually) of
the undersigned's Capital Account ("Client Fees"). All Client Fees payable will
be calculated on a monthly basis beginning the first full month after the
Investor is admitted to the Partnership based upon the Capital Account balance
of the Investor at the end of the month. If the Investor elected to receive
Periodic Cash Distributions, such Client Fees will be paid at the same time the
Investor receives their distributions, either monthly, quarterly or annually. If
the Investor has elected to reinvest their Earnings in lieu of receiving
Periodic Cash Distributions, such Client Fees shall be paid to the Advisor on
either a monthly, quarterly or annual basis as determined by the Investor in
their completed Subscription Agreement. The Capital Accounts of the Limited
Partners who elect to pay Client Fees through the Partnership will be less than
the Capital Accounts of Limited Partners who do not pay Client Fees or who do
pay Client Fees through the Partnership.
The undersigned acknowledges and agrees that neither the Partnership nor
the General Partners shall have any liability for disbursements made pursuant to
this Authorization. The undersigned acknowledges that all Periodic Cash
Distributions by the Partnership are non-cumulative and thus the obligation to
pay Client Fees pursuant to the terms of this Authorization is non-cumulative.
Further, the undersigned acknowledges that the General Partners are in no way
guaranteeing that there will be sufficient cash flow for Periodic Cash
Distributions or that such distributions will be sufficient to make the payments
authorized by this agreement. In the event of insufficient Earnings, the
Partnership and the General Partners shall have no liability to the undersigned
or the Payee. The undersigned further acknowledges and agrees that the
Partnership is authorized to comply with this request unless and until this
Authorization is expressly revoked in writing and terminated by the undersigned
Limited Partner. Any revocation of this Authorization shall be effective the
quarter after the quarter in which it is received by the Partnership.
PAYEE LIMITED PARTNER
Name of Payee - Please Print Name of Limited Partner - Please Print
Signature of Payee Signature of Limited Partner (or Trustee)
Firm Name Signature of Joint Owner (if applicable)
Street Address Date of Authorization
City, State, Zip Code
Limited Partners in RMI VIII (the "Partnership") who utilized the services
of a Registered Investment Advisors may authorize the direct payment by the
Partnership of a portion of the Earnings otherwise distributable to them or
otherwise used to acquire additional Units by executing this Authorization and
delivering it to the Partnership. Execution of this Authorization is at the
option of the Limited Partner and is not required in connection with an
investment in the Partnership. This Authorization is not intended to describe an
investment in the Partnership or to be used as sales material or in any other
manner in connection with the offer or sale of Units in the Partnership. An
offer to sell Units of the Partnership may only be made by the Prospectus. This
document is not authorized to be used in any way in connection with the offer or
sale of Units in the Partnership, and unauthorized use of this document is
strictly prohibited and may constitute a violation of federal and state
securities laws.
(Please include document with the completed Subscription
Agreement.)
<PAGE>
9. The General Partners undertake to file a sticker supplement pursuant to
Rule 424(c) under the act during this distribution period describing each
Mortgage Investment not identified in the Prospectus at such time as there
arises a reasonable probability that such Mortgage Investment will be acquired
and to consolidate all such stickers into a post-effective amendment filed at
least once every three (3) months, with the information contained in such
amendment provided simultaneously to the existing Limited Partners.
The General Partners also undertake to file, after the end of the
distribution period, a current report on Form 8-K containing the financial
statements and any additional information required by Rule 3-14 of Regulation
S-X, to reflect each commitment (i.e., the signing of a binding purchase
agreement) made after the end of the distribution period involving the use of
ten percent (10%) or more (cumulative basis) of the net proceeds of the offering
and to provide the information contained in such report to the Limited Partners
at least once each quarter after the distribution period of the offering has
ended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-11 and has duly caused this post-effective
amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in Redwood City, State of California, on
{April 21} [August 1], 1997.
REDWOOD MORTGAGE INVESTORS VIII
A California Limited Partnership
By:/s/D.Russel Burwell
D. Russell Burwell, General Partner
By:/s/Michael R. Burwell
Michael R. Burwell, General Partner
By:GYMNO CORPORATION
General Partner
By:/s/D.Russell Burwell
D. Russell Burwell, General Partner
By:/s/Michael R. Burwell
Michael R. Burwell, General Partner
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Registration Statement has been signed by the following persons
in the capacities and on the dates indicated
Signature Title Date
President of Gymno Corporation
(Principal Executive Officer);
/s/D. Russell Burwell Director of Gymno Corporation
_____________________ _________________
S. Russell Burwell {April 21} [August 1], 1997
Secretary/Treasurer of Gymno
Corporation (Principal Financial
and Accounting Officer); Director
/s/Michael R. Burwell of Gymno Corporation
_____________________ _________________
Michael R. Burwell {April 21} [August 1], 1997
/s/D. Russell Burwell ________________
_____________________ General Partner {April 21} [August 1], 1997
S. Russell Burwell
/s/Michael R. Burwell
_____________________ General Partner ________________
Michael R. Burwell {April 21} [August 1], 1997
<PAGE>
INDEX TO EXHIBITS
to
POST EFFECTIVE AMENDMENT [#3]
EXHIBITS
24.2 Consent of Counsel, Landels Ripley & Diamond, LLP
24.3 Consent of Independent Auditors, Parodi & Cropper
<PAGE>
Exhibit 24.2
CONSENT OF COUNSEL
TO REDWOOD MORTGAGE INVESTORS VIII
We hereby consent to the use in this Registration Statement on Form S-11,
and any amendments or supplements of our form of opinions in respect to certain
tax and ERISA matters and legality as to the issuance of securities, and to any
reference to our firm included in or made a part of the Registration Statement.
In giving this consent, we do not thereby admit that we come within the category
of persons whose consent is required under the Securities Act of 1933, as
amended, or the Rules and Regulations promulgated thereunder.
/S/ Landels Ripley & Diamond, LLP
_________________________________
Landels Ripley & Diamond, LLP
San Francisco, California
{April 21} [August 1], 1997
<PAGE>
Exhibit 24.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
TO REDWOOD MORTGAGE INVESTORS VIII
We hereby consent to the use of our reports accompanying the balance sheets
of the General Partner, GYMNO Corporation, and the Partnership, REDWOOD MORTGAGE
INVESTORS VIII, in the Prospectus, and any supplements thereto, and Registration
Statement filed on form S-11 for REDWOOD MORTGAGE INVESTORS VIII. We also
consent to the reference to our firm under the reference "EXPERTS" in the
Prospectus.
/S/ Parodi & Cropper
____________________________
Parodi and Cropper
Lafayette, California
{April 21} [August 1], 1997
