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As filed with the Securities and Exchange Commission
on August 6, 1996
Registration No. 0-26436
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
REDWOOD TRUST, INC.
(Exact Name of registrant as specified in its charter)
Maryland 68-0329422
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
591 Redwood Highway, Suite 3100
Mill Valley, California 94941
(Address of principal (Zip Code)
Executive Offices)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box / /
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. / /
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Not applicable Not applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Class B % Cumulative Convertible Preferred Stock, par value $.01 per share
(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The title of the Preferred Stock of the Registrant being
registered hereby is Class B ___% Cumulative Convertible
Preferred Stock, par value $.01 per share ("the Preferred
Stock"). The description of the Preferred Stock is contained
in the Registrant's Registration Statement on Form S-11 as
filed with the Securities and Exchange Commission as of the
date hereof under the captions "Prospectus Summary,"
"Description of Capital Stock" and "Certain Federal Income Tax
Considerations," which description is hereby incorporated
herein by reference thereto.
Item 2. Exhibits
Instruments defining the rights of holders of the securities
being registered hereunder:
3.1+ Articles of Amendment and Restatement of the
Registrant.
3.3++ Amended and Restated Bylaws of the
Registrant.
3.5+++ Articles Supplementary of the Registrant,
dated August__, 1996.
4.3+++ Specimen Preferred Stock Certificate
112++++ Description of Capital Stock
- ------------------------------
+ Incorporated by reference to the
correspondingly numbered exhibit to the
Registration Statement on Form S-11
(33-92272) filed by the Registrant with the
Securities and Exchange Commission on May
19, 1995.
++ Incorporated by reference to the
correspondingly numbered exhibit to the
Registration Statement on Form S-11
(33-97946) filed by the Registrant with the
Securities and Exchange Commission on
October 10, 1995.
+++ Incorporated by reference to the
correspondingly numbered exhibit to the
Registration Statement on Form S-11
(333-08363) filed by the Registrant with the
Securities and Exchange Commission on July
18, 1996.
++++ Incorporated by reference to the first page
of the corresponding section of Registration
Statement on Form S-11 (333-08363) filed by
the Registrant with the Securities and
Exchange Commission on July 18, 1996.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
Date: August 6, 1996
Redwood Trust, Inc.
By: /s/ Vickie L. Rath
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Vickie L. Rath
Vice President, Treasurer and
Controller
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EXHIBIT INDEX
Exhibit Number Page Number
3.1+ Articles of Amendment and Restatement of the
Registrant.
3.3++ Amended and Restated Bylaws of the Registrant.
3.5+++ Articles Supplementary of the Registrant,
dated August __, 1996.
4.3+++ Specimen Preferred Stock Certificate
112++++ Description of Capital Stock
- ------------------------------
+ Incorporated by reference to the correspondingly numbered exhibit
to the Registration Statement on Form S-11 (33-92272) filed by the
Registrant with the Securities and Exchange Commission on May 19,
1995.
++ Incorporated by reference to the correspondingly numbered exhibit
to the Registration Statement on Form S-11 (33-97946) filed by the
Registrant with the Securities and Exchange Commission on October
10, 1995.
+++ Incorporated by reference to the correspondingly numbered exhibit
to the Registration Statement on Form S-11 (333-08363) filed by the
Registrant with the Securities and Exchange Commission on July 18,
1996.
++++ Incorporated by reference to the first page of the corresponding
section of Registration Statement on Form S-11 (333-08363) filed
by the Registrant with the Securities and Exchange Commission on
July 18, 1996.
