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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, PAR VALUE $0.01 PER SHARE
- -----------------------------------------------------------------
(Title of Class of Securities)
758075402
--------------------------------------
(CUSIP Number)
DAWSON-SAMBERG CAPITAL MANAGEMENT, INC., 354 PEQUOT AVENUE, SOUTHPORT,
CT 06490, ATTN: JUDITH A. MACK (203) 254-0091
- -----------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
AUGUST 8, 1995
--------------------------------------
(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 the statement
[ ]. (A fee is not required only if the reporting 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 on 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).
SCHEDULE 13D
CUSIP No. 758075402 Page 2 of 22 Pages
------------ -- --
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DAWSON-SAMBERG CAPITAL MANAGEMENT, INC. 06-1033494
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CONNECTICUT
NUMBER OF 7 SOLE VOTING POWER
SHARES 58,900
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 58,900
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [X]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
14 TYPE OF REPORTING PERSON*
IA
SCHEDULE 13D
CUSIP No. 758075402 Page 3 of 22 Pages
------------ -- --
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PEQUOT ENDOWMENT PARTNERS, L.L.C. 06-1383498
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 182,700
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH 10 SHARED DISPOSITIVE POWER
182,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
182,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [X]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
CUSIP No. 758075402 Page 4 of 22 Pages
------------ -- --
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DS INTERNATIONAL PARTNERS, L.L.C. 06-1324895
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 139,500
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 139,500
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
139,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [X]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
CUSIP No. 758075402 Page 5 of 22 Pages
------------ -- --
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PEQUOT GENERAL PARTNERS, L.L.C. 06-1321556
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 148,700
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 148,700
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
148,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [X]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
CUSIP No. 758075402 Page 6 of 22 Pages
------------ -- --
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JONATHAN T. DAWSON ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [X]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
IN
ITEM 1. Security and Issuer
-------------------
This statement on Schedule 13D (this "Statement")
relates to the common stock, par value $0.01 per share (the
"Common Stock"), of Redwood Trust, Inc., a Maryland corporation
(the "Issuer"). The principal executive offices of the Issuer
are located at 591 Redwood Highway, Suite 3100, Mill Valley,
California 94941.
ITEM 2. Identity and Background
-----------------------
This Statement is being filed on behalf of Dawson-
Samberg Capital Management, Inc., a Connecticut corporation
("Dawson-Samberg"), Pequot Endowment Partners, L.L.C., a Delaware
limited liability company ("Endowment Partners"), DS
International Partners, L.L.C., a Delaware limited liability
company ("International Partners"), Pequot General Partners,
L.L.C., a Delaware limited liability company ("General Partners")
and Jonathan T. Dawson ("Dawson"). Dawson-Samberg, Endowment
Partners, International Partners, General Partners and Dawson are
sometimes referred to herein individually as a "Reporting Person"
and collectively as the "Reporting Persons."
The Reporting Persons, together with Richard L.
Chilton, Jr. ("Chilton") and his affiliates including, without
limitation, any funds or accounts for which Chilton or any
affiliate is a general partner, controlling shareholder, managing
member, investment manager or investment adviser, and including
Olympic Equity Partners L.P. ("Olympic"), which is a managing
member of Endowment Partners (together, Chilton and such
affiliates, including Olympic, are referred to herein as the
"Other Investors"), acquired Common Stock of the Issuer through
open market purchases. Accordingly, the Reporting Persons and the
Other Investors may be deemed to constitute a "group" for
purposes of Rule 13d-5(b) under the Securities Exchange Act of
1934, as amended (the "Exchange Act"). Pursuant to Rule 13d-
1(f)(2) under the Exchange Act, the Reporting Persons and the
Other Investors have elected to file separate Schedule 13Ds.
Neither the fact of this filing nor anything contained herein
shall be deemed to be an admission by any of the Reporting
Persons that a group exists or previously existed among the
Reporting Persons or among the Reporting Persons and the Other
Investors or that any Reporting Person is the beneficial owner of
Common Stock beneficially owned by any other Reporting Person or
by any Other Investor.
Information with respect to each Reporting Person is
given solely by such Reporting Person and no Reporting Person has
responsibility for the accuracy or completeness of information
supplied by any other Reporting Person. The Reporting Persons
have entered into a Joint Filing Agreement, dated January 31,
1997, attached hereto as Exhibit A.
ITEM 2. (a), (b), (c)
-------------
Dawson-Samberg, a Connecticut corporation, is an
investment adviser registered under the Investment Advisers Act
of 1940 whose principal business is to act as investment adviser
with respect to certain investment funds and managed accounts.
The controlling shareholders of Dawson-Samberg are Jonathan T.
Dawson and Arthur J. Samberg. Information with respect to the
identity, background and business address of the controlling
shareholders of Dawson-Samberg is set forth on Schedule I
attached hereto.
Endowment Partners is a Delaware limited liability
company whose sole business is to serve as the general partner
and investment manager of Pequot Endowment Fund, L.P., a Delaware
limited partnership ("Pequot Endowment"). Pequot Endowment
invests and trades primarily in securities and financial
instruments. Information with respect to the identity,
background and business address of the members of Endowment
Partners is set forth on Schedule II attached hereto.
International Partners is a Delaware limited liability
company whose sole business is to serve as the investment manager
of Pequot International Fund, Inc., a British Virgin Islands
corporation ("Pequot International"). Pequot International
invests and trades primarily in securities and financial
instruments. Information with respect to the identity,
background and business address of the members of International
Partners is set forth on Schedule III attached hereto.
General Partners is a Delaware limited liability
company whose sole business is to serve as the investment manager
of Pequot Partners Fund, L.P., a Delaware limited partnership
("Pequot Partners"). Pequot Partners invests and trades
primarily in securities and financial instruments. Information
with respect to the identity, background and business address of
the members of General Partners is set forth on Schedule IV
attached hereto.
Jonathan T. Dawson is a controlling shareholder of
Dawson-Samberg and is the general partner of Southport Management
Limited Partnership, a Connecticut limited partnership
("Southport Management"). Southport Management invests and
trades primarily in securities and financial instruments.
Information with respect to the identity, background and business
address of Jonathan T. Dawson is set forth on Schedule V attached
hereto.
The address of the principal offices of the Reporting
Persons is 354 Pequot Avenue, Southport, CT 06490.
ITEM 2. (d), (e)
--------
During the last five years, none of the Reporting
Persons nor, to the best knowledge of the applicable Reporting
Person, any person identified in Schedules I through V has (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 which resulted in 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 2. (f)
---
To the best knowledge of the applicable Reporting
Person, all natural persons identified in Schedules I through V
are United States citizens.
ITEM 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
Between August 4, 1995 and January 24, 1997, Dawson-
Samberg acquired 58,900 shares of Common Stock for an aggregate
purchase price of $2,138,053.18, Pequot Endowment acquired
182,700 shares of Common Stock for an aggregate purchase price of
$4,857,783.98, Pequot International acquired 139,500 shares of
Common Stock for an aggregate purchase price of $4,728,576.31,
Pequot Partners acquired 148,700 shares of Common Stock for an
aggregate purchase price of $5,022,535.58 and Southport
Management acquired 62,600 shares of Common Stock for an
aggregate purchase price of $998,000.50 and subsequently sold all
of such 62,600 shares of Common Stock for an aggregate sale price
of $1,126,787.00. All of such purchases and sales were made
through open market transactions. The funds for the acquisition
of the shares of Common Stock by Dawson-Samberg came from funds
of the holders of the certain managed accounts (the "Managed
Accounts"). The funds for the acquisition of the shares of
Common Stock by Pequot Endowment, Pequot International, Pequot
Partners and Southport Management were obtained from the
contributions of their respective partners or shareholders.
ITEM 4. Purpose of Transaction
----------------------
Each of the Reporting Persons has acquired the Common
Stock beneficially owned by it for investment purposes and in the
ordinary course of business. None of the Reporting Persons nor,
to the best knowledge of the applicable Reporting Person, any
person identified in Schedules I through V has any plans or
proposals which relate to or would result in the types of
transactions set forth in subparagraphs (a) through (j) of Item 4
of Schedule 13D. However, each of the Reporting Persons intends
to review on a continuing basis its investment in the Issuer,
including the Issuer's business, financial condition and
operating results and general market and industry conditions and,
based upon such review, may acquire additional shares of Common
Stock or dispose of shares of Common Stock, in the open market,
in privately negotiated transactions or otherwise.
ITEM 5. Interest in Securities of the Issuer
------------------------------------
(a) Dawson-Samberg beneficially owns 58,900 shares of
Common Stock, representing 0.5% of the shares of Common Stock.
Endowment Partners beneficially owns 182,700 shares of Common
Stock, representing 1.7% of the shares of Common Stock.
International Partners beneficially owns 139,500 shares of Common
Stock, representing 1.3% of the shares of Common Stock. General
Partners beneficially owns 148,700 shares of Common Stock,
representing 1.4% of the shares of Common Stock. (The foregoing
calculations are based on 10,996,572 shares of Common Stock
issued and outstanding as of December 31, 1996 according to
publicly available filings of the Issuer).
If the Reporting Persons were deemed to constitute
a group, the 529,800 shares of Common Stock beneficially owned by
the Reporting Persons would represent 4.8% of the issued and
outstanding shares of Common Stock as of December 31, 1996.
Additionally, the beneficial ownership of shares of Common Stock
by such group since August 4, 1995 would not have represented, at
any time, 5% or more of the issued and outstanding shares of
Common Stock. (The foregoing calculations are based on the
number of shares of Common Stock then issued and outstanding
according to publicly available filings of the Issuer).
If the Reporting Persons and the Other Investors
were deemed to constitute a group, the 1,002,800 shares of Common
Stock beneficially owned as of the date of this filing by the
Reporting Persons and the Other Investors would represent 9.1% of
the issued and outstanding shares of Common Stock (based on
10,996,572 shares of Common Stock issued and outstanding as of
December 31, 1996 according to publicly available filings of the
Issuer). In addition, if the Reporting Persons and the Other
Investors would have been deemed to constitute a group during the
period commencing August 4, 1995 and ending January 24, 1997, the
beneficial ownership of shares of Common Stock by such group
would have represented, at certain times during such period, 5%
or more of the issued and outstanding shares of Common Stock. As
of August 8, 1995, the 5,260,898 shares of Common Stock
beneficially owned by such group represented 5.10% of the then
issued and outstanding shares of Common Stock. During the period
commencing August 8, 1995 and ending February 15, 1996, the
beneficial ownership by such group ranged from 5.10% to 6.07% of
the then issued and outstanding shares of Common Stock. During
the period commencing February 15, 1996 and ending April 22,
1996, the beneficial ownership by such group ranged from 2.31% to
4.94% of the then issued and outstanding shares of Common Stock.
During the period commencing April 22, 1996 and ending July 1,
1996, the beneficial ownership by such group ranged from 5.17% to
6.98% of the then issued and outstanding shares of Common Stock.
During the period commencing July 1, 1996 and ending July 24,
1996, the beneficial ownership by such group ranged from 4.58% to
4.64% of the then issued and outstanding shares of Common Stock.
Since July 1, 1996, the beneficial ownership by such group ranged
from 5.23% to 9.53% of the then issued and outstanding shares of
Common Stock. The changes in the beneficial ownership during the
foregoing periods resulted from purchases and sales of shares of
Common Stock by members of such group in the ordinary course of
business and the issuance of additional shares of Common Stock by
the Issuer. (The foregoing calculations are based on information
provided to the Reporting Persons by the Other Investors and the
number of shares of Common Stock then issued and outstanding
according to publicly available filings of the Issuer).
Each of the Reporting Persons disclaims beneficial
ownership of the Common Stock owned by the other Reporting
Persons or by any Other Investor.
(b) The responses of each of the Reporting Persons to
Items 7 through 11 of the cover pages of this Schedule 13D
relating to beneficial ownership of the shares of Common Stock
are incorporated herein by reference.
(c) Except as set forth above and on Schedule VI
hereto, none of the Reporting Persons nor, to the best knowledge
of the applicable Reporting Person, any person identified in
Schedules I through V beneficially owns any shares of Common
Stock or has effected any transactions in shares of Common Stock
during the preceding 60 days.
(d) The holders of the Managed Accounts have the right
to receive the proceeds from the sale of 58,900 shares of Common
Stock beneficially owned by Dawson-Samberg. Pequot Endowment has
the right to receive the proceeds from the sale of 182,700 shares
of Common Stock beneficially owned by Endowment Partners. Pequot
International has the right to receive the proceeds from the sale
of 139,500 shares of Common Stock beneficially owned by
International Partners. Pequot Partners has the right to receive
the proceeds from the sale of 148,700 shares of Common Stock
beneficially owned by General Partners.
(e) Not applicable
A description of the transactions of the Reporting
Persons in the shares of Common Stock that were effected between
August 4, 1995 and January 24, 1997 is set forth on Schedule VI.
All of these transactions were effected on the open market.
ITEM 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
---------------------------------------------------------
Other than the agreement set forth in Exhibit A hereto,
there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in
response to Item 2 above and between such persons and any person
with respect to any securities of the Issuer, including but not
limited to transfer or voting of any of the securities, finder's
fees, joint ventures, loan or option arrangements, put or calls,
guarantees of profits, division of profits or loss, or the giving
or withholding of proxies.
ITEM 7. Material to be Filed as Exhibits
--------------------------------
Exhibit A: Joint Filing Agreement, dated January 31,
1997, by and among Dawson-Samberg Capital
Management, Inc., Pequot Endowment
Partners, L.L.C., DS International
Partners, L.L.C., Pequot General Partners,
L.L.C. and Jonathan T. Dawson.
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.
Dated: January 31, 1997
DAWSON-SAMBERG CAPITAL MANAGEMENT,
INC.
By: /s/ Jonathan T. Dawson
-----------------------------
Name: Jonathan T. Dawson
Title: Chairman
PEQUOT ENDOWMENT PARTNERS, L.L.C.
By: /s/ Jonathan T. Dawson
-----------------------------
Name: Jonathan T. Dawson
Title: Managing Member
DS INTERNATIONAL PARTNERS, L.L.C.
By: /s/ Jonathan T. Dawson
-----------------------------
Name: Jonathan T. Dawson
Title: Managing Member
PEQUOT GENERAL PARTNERS, L.L.C.
By: /s/ Jonathan T. Dawson
-----------------------------
Name: Jonathan T. Dawson
Title: Managing Member
JONATHAN T. DAWSON
By: /s/ Jonathan T. Dawson
-----------------------------
Schedule I
----------
CONTROLLING SHAREHOLDERS OF
DAWSON-SAMBERG CAPITAL MANAGEMENT, INC.
---------------------------------------
Name Present Business Address Present Principal Occupation
- ---- ------------------------ ---------------------------
Jonathan T. Dawson (1) Chairman; Portfolio
Manager(2)
Arthur J. Samberg (1) President; Portfolio
Manager(2)
__________________________
(1) Dawson-Samberg Capital Management, Inc.
354 Pequot Avenue
Southport, CT 06490
(2) Principal occupation for Dawson-Samberg Capital Management, Inc.
Schedule II
-----------
MEMBERS OF
PEQUOT ENDOWMENT PARTNERS, L.L.C.
Name Present Business Address Present Principal Occupation
- ---- ------------------------ ----------------------------
Daniel C. Benton (1) Portfolio Manager (2)
Mark A. Broach (1) Portfolio Manager (2)
Sheila J. Clancy (1) Marketing Director (2)
Peter Dartley (1) Head Equity Trader (2)
Jonathan T. Dawson (1) Portfolio Manager (2)
Judith A. Mack (1) Treasurer (2)
Amiel Peretz (1) Chief Financial and
Operating Officer (2)
Arthur J. Samberg (1) Portfolio Manager (2)
Olympic Equity 25-13 Old Kings Highway Investment Partnership
Partners L.P. Suite 102
Darien, CT 06820
Porridge Partners I (1) Investment Partnership
A.J. Partners L.P. (1) Investment Partnership
__________________________
(1) Dawson-Samberg Capital Management, Inc.
354 Pequot Avenue
Southport, CT 06490
(2) Principal occupation for Dawson-Samberg Capital Management, Inc.
Schedule III
------------
MEMBERS OF
DS INTERNATIONAL PARTNERS, L.L.C.
---------------------------------
Name Present Business Address Present Principal Occupation
- ---- ------------------------ ----------------------------
Daniel C. Benton (1) Portfolio Manager(2)
Sheila J. Clancy (1) Marketing Director(2)
Peter Dartley (1) Head Equity Trader(2)
Jonathan T. Dawson (1) Portfolio Manager(2)
Amiel Peretz (1) Chief Financial and
Operating Officer (2)
Arthur J. Samberg (1) Portfolio Manager(2)
Jeffrey Samberg 4440 Rosewood Drive Business Development
Pleasanton, CA 94588
Joseph Samberg 605 Third Avenue Portfolio Manager for
New York, NY 10158 Dimensional Partners Limited
Laura Samberg 159 Campfire Road Social Worker
Chappaqua, NY 10514
A.J. Partners L.P. (1) Investment Partnership
The trust u/a/d Edward Steube, Trustee Investment Trust
December 27, 1979 313 Central Parkway
for the benefit of Mount Vernon, NY 10552
Christopher de Witt
Dawson
The trust u/a/d Edward Steube, Trustee Investment Trust
December 27, 1979 313 Central Parkway
for the benefit of Mount Vernon, NY 10552
Alexandra B.T.
Dawson
__________________________
(1) Dawson-Samberg Capital Management, Inc.
354 Pequot Avenue
Southport, CT 06490
(2) Principal occupation for Dawson-Samberg Capital Management, Inc.
Schedule IV
-----------
MEMBERS OF
PEQUOT GENERAL PARTNERS, L.L.C.
-------------------------------
Name Present Business Address Present Principal Occupation
- ---- ------------------------ ----------------------------
Daniel C. Benton (1) Portfolio Manager(2)
Mark A. Broach (1) Portfolio Manager(2)
Sheila J. Clancy (1) Marketing Director(2)
Peter Dartley (1) Head Equity Trader(2)
Jonathan T. Dawson (1) Portfolio Manager(2)
Edward Frohlich 375 Park Avenue, Suite Technical Analyst/Market
1404 Strategist (2)
New York, NY 10152
Amiel Peretz (1) Chief Financial and
Operating Officer (2)
Arthur J. Samberg (1) Portfolio Manager(2)
A.J. Partners L.P. (1) Investment Partnership
__________________________
(1) Dawson-Samberg Capital Management, Inc.
354 Pequot Avenue
Southport, CT 06490
(2) Principal occupation for Dawson-Samberg Capital Management, Inc.
Schedule V
----------
JONATHAN T. DAWSON
------------------
Name Present Business Address Present Principal Occupation
- ---- ------------------------ ----------------------------
Jonathan T. Dawson (1) Portfolio Manager(2)
__________________________
(1) Dawson-Samberg Capital Management, Inc.
354 Pequot Avenue
Southport, CT 06490
(2) Principal occupation for Dawson-Samberg Capital Management, Inc.
Schedule VI
-----------
<TABLE>
TRANSACTIONS IN SHARES OF COMMON STOCK ($0.01 PAR VALUE)
OF REDWOOD TRUST, INC. (CUSIP # 758075402)
SINCE AUGUST 4, 1995
--------------------------------------------------------------
<CAPTION>
# OF SHARES
TRADE DATE PRICE PURCHASED (SOLD)
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
DAWSON-SAMBERG 8/4/95 15.5000 2,200.00
CAPITAL MANAGEMENT, INC. 8/4/95 16.3750 (2,200.00)
(MANAGED ACCOUNTS) 8/4/95 16.3750 22,300.00
2/13/96 20.0000 (600.00)
2/15/96 19.6250 (21,700.00)
9/26/96 31.7500 3,900.00
9/26/96 31.8154 3,600.00
9/27/96 32.4787 1,900.00
9/30/96 31.8272 2,100.00
10/1/96 32.0880 1,800.00
10/1/96 32.1453 4,700.00
10/3/96 32.3750 300.00
11/20/96 31.8750 4,500.00
11/21/96 33.8601 2,200.00
11/22/96 34.0357 800.00
11/25/96 34.7500 200.00
1/22/97 39.5000 5,100.00
1/24/97 39.5000 27,800.00
1/24/97 40.2500 (400.00)
1/24/97 40.2500 400.00
================================================
58,900.00
Schedule VI (continued)
-----------------------
# OF SHARES
TRADE DATE PRICE PURCHASED (SOLD)
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
PEQUOT ENDOWMENT 8/4/95 16.3750 42,700.00
FUND, INC. 8/4/95 15.5000 42,700.00
8/4/95 16.3750 (42,700.00)
11/22/95 20.0000 10,000.00
6/28/96 27.9250 50,000.00
9/30/96 31.8272 900.00
10/2/96 32.5000 4,100.00
11/19/96 32.0000 75,000.00
11/19/96 31.7500 75,000.00
11/19/96 32.0000 (75,000.00)
================================================
182,700.00
Schedule VI (continued)
-----------------------
# OF SHARES
TRADE DATE PRICE PURCHASED (SOLD)
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
PEQUOT INTERNATIONAL 8/4/95 16.3750 74,200.00
FUND, INC. 8/4/95 15.5000 86,900.00
8/4/95 16.3750 (86,900.00)
2/13/96 20.0000 (1,800.00)
2/15/96 19.6250 (72,400.00)
8/5/96 26.5000 9,400.00
9/26/96 31.7500 12,300.00
9/26/96 31.8154 11,400.00
9/27/96 32.4787 6,000.00
9/30/96 31.8272 6,600.00
10/1/96 32.0880 5,500.00
10/1/96 32.1453 15,100.00
10/2/96 32.5000 6,900.00
10/3/96 32.3750 900.00
11/20/96 31.8750 15,700.00
11/21/96 33.8601 9,000.00
11/22/96 34.0357 3,000.00
11/25/96 34.7500 1,100.00
1/22/97 39.5000 19,700.00
1/24/97 40.2500 16,900.00
1/24/97 39.5000 16,900.00
1/24/97 40.2500 (16,900.00)
================================================
139,500.00
Schedule VI (continued)
-----------------------
# OF SHARES
TRADE DATE PRICE PURCHASED (SOLD)
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
PEQUOT PARTNERS 8/4/95 16.3750 79,500.00
FUND, L.P. 8/4/95 15.5000 86,900.00
8/4/95 16.3750 (86,900.00)
2/13/96 20.0000 (1,800.00)
2/15/96 19.6250 (77,700.00)
8/5/96 26.5000 10,600.00
9/26/96 31.7500 13,800.00
9/26/96 31.8154 12,900.00
9/27/96 32.4787 6,800.00
9/30/96 31.8272 7,400.00
10/1/96 32.0880 6,200.00
10/1/96 32.1453 17,200.00
10/2/96 32.5000 1,000.00
10/3/96 32.3750 1,300.00
11/20/96 31.8750 19,800.00
11/21/96 33.8601 9,800.00
11/22/96 34.0357 3,200.00
11/25/96 34.7500 1,200.00
1/22/97 39.5000 20,200.00
1/24/97 40.2500 17,300.00
1/24/97 39.5000 17,300.00
1/24/97 40.2500 (17,300.00)
================================================
148,700.00
Schedule VI (continued)
-----------------------
# OF SHARES
TRADE DATE PRICE PURCHASED (SOLD)
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
SOUTHPORT MANAGEMENT 8/4/95 16.3750 31,300.00
LIMITED PARTNERSHIP 8/4/95 15.5000 31,300.00
8/4/95 16.3750 (31,300.00)
2/13/96 20.0000 (800.00)
2/15/96 19.6250 (30,500.00)
================================================
0.00
</TABLE>
INDEX OF EXHIBITS
Exhibit A: Joint Filing Agreement, dated January 31, 1997, by
and among Dawson-Samberg Capital Management, Inc.,
Pequot Endowment Partners, L.L.C., DS International
Partners, L.L.C., Pequot General Partners, L.L.C.
and Jonathan T. Dawson.
Exhibit A
---------
JOINT FILING AGREEMENT
----------------------
This will confirm the agreement by and among all the
undersigned that the Schedule 13D filed on or about this date and
any amendments thereto with respect to the beneficial ownership
by the undersigned of shares of the Common Stock of Redwood
Trust, Inc. is being filed on behalf of each of the undersigned.
Dated: January 31, 1997
DAWSON-SAMBERG CAPITAL MANAGEMENT,
INC.
By: /s/ Jonathan T. Dawson
-----------------------------
Name: Jonathan T. Dawson
Title: Chairman
PEQUOT ENDOWMENT PARTNERS, L.L.C.
By: /s/ Jonathan T. Dawson
-----------------------------
Name: Jonathan T. Dawson
Title: Managing Member
DS INTERNATIONAL PARTNERS, L.L.C.
By: /s/ Jonathan T. Dawson
-----------------------------
Name: Jonathan T. Dawson
Title: Managing Member
PEQUOT GENERAL PARTNERS, L.L.C.
By: /s/ Jonathan T. Dawson
-----------------------------
Name: Jonathan T. Dawson
Title: Managing Member
JONATHAN T. DAWSON
By: /s/ Jonathan T. Dawson
-----------------------------
