IF ADDITIONAL COPIES OF 2ND PAGE ARE NEEDED, CALL UP GLOSSARY
"13DCOPYOFPAGE2"
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
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: AMIEL M. PERETZ (203) 254-0091
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
MARCH 31, 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 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 7 OF 10
PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Do Not Type In This
Cell
DAWSON-SAMBERG CAPITAL MANAGEMENT, INC. 06-1033494
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*foot1SEE INSTRUCTIONS
BEFORE FILLING OUT! (a)
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (b)
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Do
Not Type In This Cell
3 SEC USE ONLY
4 SOURCE OF FUNDS*Do Not Type In This Cell
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) Do Not Type In This Cell
6 CITIZENSHIP OR PLACE OF ORGANIZATION Do Not Type In This Cell
CONNECTICUT
NUMBER OF 7 SOLE VOTING POWER Do Not Type In This Cell
SHARES 58,900
BENEFICIALLY 8 SHARED VOTING POWER Do Not Type In This Cell
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER Do Not Type In This Cell
REPORTING
PERSON 58,900
WITH 10 SHARED DISPOSITIVE POWER Do Not Type In This Cell
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Do Not
Type In This Cell
58,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
Do Not Type In This Cell
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Do Not Type In This
Cell
0.5%
14 TYPE OF REPORTING PERSON* Do Not Type In This Cell
IA
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Do Not Type In This
Cell
PEQUOT ENDOWMENT PARTNERS, L.L.C. 06-1383498
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*foot2SEE INSTRUCTIONS
BEFORE FILLING OUT! (a)
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (b)
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Do
Not Type In This Cell
3 SEC USE ONLY
4 SOURCE OF FUNDS*Do Not Type In This Cell
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) Do Not Type In This Cell
6 CITIZENSHIP OR PLACE OF ORGANIZATION Do Not Type In This Cell
DELAWARE
NUMBER OF 7 SOLE VOTING POWER Do Not Type In This Cell
SHARES 182,700
BENEFICIALLY 8 SHARED VOTING POWER Do Not Type In This Cell
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER Do Not Type In This Cell
REPORTING
PERSON 182,700
WITH 10 SHARED DISPOSITIVE POWER Do Not Type In This Cell
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Do Not
Type In This Cell
182,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
Do Not Type In This Cell
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Do Not Type In This
Cell
1.4%
14 TYPE OF REPORTING PERSON* Do Not Type In This Cell
OO
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Do Not Type In This
Cell
DS INTERNATIONAL PARTNERS, L.L.C. 06-1324895
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*foot3SEE INSTRUCTIONS
BEFORE FILLING OUT! (a)
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (b)
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Do
Not Type In This Cell
3 SEC USE ONLY
4 SOURCE OF FUNDS*Do Not Type In This Cell
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) Do Not Type In This Cell
6 CITIZENSHIP OR PLACE OF ORGANIZATION Do Not Type In This Cell
DELAWARE
NUMBER OF 7 SOLE VOTING POWER Do Not Type In This Cell
SHARES 139,500
BENEFICIALLY 8 SHARED VOTING POWER Do Not Type In This Cell
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER Do Not Type In This Cell
REPORTING
PERSON 139,500
WITH 10 SHARED DISPOSITIVE POWER Do Not Type In This Cell
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Do Not
Type In This Cell
139,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
Do Not Type In This Cell
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Do Not Type In This
Cell
1.1%
14 TYPE OF REPORTING PERSON* Do Not Type In This Cell
OO
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Do Not Type In This
Cell
PEQUOT GENERAL PARTNERS, L.L.C. 06-1321556
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*foot4SEE INSTRUCTIONS
BEFORE FILLING OUT! (a)
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (b)
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Do
Not Type In This Cell
3 SEC USE ONLY
4 SOURCE OF FUNDS*Do Not Type In This Cell
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) Do Not Type In This Cell
6 CITIZENSHIP OR PLACE OF ORGANIZATION Do Not Type In This Cell
DELAWARE
NUMBER OF 7 SOLE VOTING POWER Do Not Type In This Cell
SHARES 148,700
BENEFICIALLY 8 SHARED VOTING POWER Do Not Type In This Cell
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER Do Not Type In This Cell
REPORTING
PERSON 148,700
WITH 10 SHARED DISPOSITIVE POWER Do Not Type In This Cell
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Do Not
Type In This Cell
148,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
Do Not Type In This Cell
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Do Not Type In This
Cell
1.1%
14 TYPE OF REPORTING PERSON* Do Not Type In This Cell
OO
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Do Not Type In This
Cell
JONATHAN T. DAWSON ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*foot5SEE INSTRUCTIONS
BEFORE FILLING OUT! (a)
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (b)
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Do
Not Type In This Cell
3 SEC USE ONLY
4 SOURCE OF FUNDS*Do Not Type In This Cell
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) Do Not Type In This Cell
6 CITIZENSHIP OR PLACE OF ORGANIZATION Do Not Type In This Cell
NUMBER OF 7 SOLE VOTING POWER Do Not Type In This Cell
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER Do Not Type In This Cell
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER Do Not Type In This Cell
REPORTING
PERSON 0
WITH 10 SHARED DISPOSITIVE POWER Do Not Type In This Cell
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Do Not
Type In This Cell
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
Do Not Type In This Cell
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Do Not Type In This
Cell
0.0%
14 TYPE OF REPORTING PERSON* Do Not Type In This Cell
IN
Page 9 of 10 Pages
This Amendment No. 1 relates to the Common Stock, $.01 par value, (the "Common
Stock"), of Redwood Trust, Inc., a Maryland corporation (the "Issuer"), and
amends the statement on Schedule 13D initially filed by the Reporting Persons
with the Securities and Exchange Commission (the "Commission") on January 31,
1997.
ITEM 1. Security and Issuer
No change.
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."
As Olympic Equity Partners, L.P. is no longer a managing member of
Endowment Partners, the Reporting Persons and Richard L. Chilton, Jr. 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., no longer could 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").
ITEM 3. Source and Amount of Funds or Other Consideration
As of the date hereof, the Reporting Persons beneficially own in the
aggregate 529,800 Shares. Of the 529,800 Shares, 148,700 shares are owned
by Pequot Partners, 58,900 shares are held in managed accounts for which
Dawson-Samberg acts as investment adviser, 139,500 shares are owned by Pequot
International, and 182,700 shares are owned by Pequot Endowment. The 529,800
shares were purchased in open market transactions at an aggregate cost of
$16,746,949. The funds for the purchase of Shares held by Pequot Partners,
Pequot Endowment, and Pequot International were obtained from the
contributions of their various partners/shareholders. The funds for the
acquisition of the Shares held by the managed accounts came from their own
funds.
ITEM 4. Purpose of Transaction
No change.
ITEM 5. Interest in Securities of theIssuer
As of the date hereof, the Reporting Persons beneficially own in the
aggregate 529,800 Shares. These Shares represent approximately 4.1% of the
13,005,234 Shares that the Reporting Persons believe to be outstanding.
Dawson-Samberg has the sole power to vote, direct the vote, dispose and direct
the disposition of the 58,900 Shares held in the managed accounts. General
Partners has the sole power to vote, direct the vote, dispose and direct the
disposition of the 148,700 Shares owned by Pequot Partners. International
Partners has the sole power to vote, direct the vote, dispose and direct the
disposition of the 139,500 Shares owned by Pequot International. Endowment
Partners has the sole power to vote, direct the vote, dispose and direct the
disposition of the 182,700 Shares owned by Pequot Endowment. No transactions
were effected during the past 60 days by the Reporting Persons. On March 31,
1997 the Reporting Persons ceased to be the beneficial owner of more than five
percent of RWTI.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of theIssuer.
No change.
<PAGE>
ITEM 7. Material to be Filed as Exhibits
A copy of a written agreement relating to the filing of a joint statement
as required by Rule 13d-1(f) under the Securities Exchange Act of 1934 is
attached hereto as Exhibit A.
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: March 31, 1997
DAWSON-SAMBERG CAPITAL MANAGEMENT, INC.
By: /s/ Jonathan T. Dawson
Name: Jonathan t. Dawson
Title: President
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
Page 10 of 10
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: March 31, 1997
DAWSON-SAMBERG CAPITAL MANAGEMENT, INC.
By: /s/ Jonathan T. Dawson
Name: Jonathan T. Dawson
Title: President
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
