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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)
CHILTON INVESTMENT CO., INC., 320 PARK AVENUE, 22ND FLOOR NEW YORK, NY
10022
ATTN: RICHARD L. CHILTON, JR. (212) 751-3596
- ---------------------------------------------------------------------------
(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 15 PAGES
------------ -- --
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CHILTON INVESTMENT CO., INC.
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
NEW YORK
7 SOLE VOTING POWER
NUMBER OF
SHARES 13,217
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
13,217
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,217
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [x]
SHARES *
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.1%
14 TYPE OF REPORTING PERSON *
IA
SCHEDULE 13D
CUSIP NO. 758075402 PAGE 3 OF 15 PAGES
------------ -- --
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RICHARD L. CHILTON, JR. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF; 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
UNITED STATES
7 SOLE VOTING POWER
NUMBER OF
SHARES 459,783
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
459,783
PERSON 10 SHARED DISPOSITIVE POWER
WITH
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
459,783
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [x]
SHARES *
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
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. The Reporting Persons (as defined in Item 2
below) are filing this 13D to report beneficial ownership, if
taken together with the Other Investors (as defined in Item 2
below), of more than 5% of Common Stock outstanding during the
period commencing August 8, 1995 and ending February 6, 1997.
Since the Reporting Persons no longer may be deemed to constitute
a group with the Other Investors, this filing constitutes the
Reporting Persons' final statement on Schedule 13D with respect
to the Common Stock.
ITEM 2. Identity and Background
-----------------------
This Statement is being filed on behalf of Chilton
Investment Co., Inc., a New York S corporation ("Chilton
Investment") and Richard L. Chilton, Jr. Chilton Investment and
Mr. Chilton are sometimes referred to herein individually as a
"Reporting Person" and collectively as the "Reporting Persons."
The Reporting Persons, together with Dawson-Samberg
Capital Management, Inc. ("Dawson-Samberg") and its affiliates
including, without limitation, any funds or accounts for which
Dawson-Samberg or any affiliate is a general partner, controlling
shareholder, managing member, investment manager or investment
adviser, and including Pequot Endowment Partners, L.L.C., a
Delaware limited liability company ("Endowment Partners"), which
had, as one of its managing members until February 6, 1997,
Olympic Equity Partners, L.P., a Delaware limited partnership
("Olympic") which has Mr. Chilton as its sole general partner
(together, Dawson-Samberg and such affiliates 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 have constituted
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 February 12,
1997, attached hereto as Exhibit A.
ITEM 2. (a), (b), (c)
Chilton Investment is a New York S corporation whose
principal business is to act as investment adviser with respect
to certain managed accounts. Mr. Chilton is the sole shareholder
and president of Chilton Investment.
Richard L. Chilton, Jr., as the sole general partner of
each of Chilton Investments, L.P., a Delaware limited partnership
("Chilton") and Olympic, exercises voting control and dispositive
power over the securities reported herein. Chilton is a Delaware
limited partnership whose business is to serve as the general
partner and investment advisor of Chilton Investment Partners,
L.P., a Delaware limited partnership ("Chilton Partners").
Chilton Partners invests and trades primarily in securities and
financial instruments. Olympic is a Delaware limited
partnership whose business is to serve as the general partner and
investment advisor of Chilton Opportunity Trust, L.P., a Delaware
limited partnership ("Chilton Trust"). Olympic also (i) serves
as investment manager of Chilton International (BVI) Ltd., a
British Virgin Islands corporation who invests and trades
primarily in securities and financial instruments ("Chilton
International"), (ii) was a managing member of Endowment
Partners, and (iii) advises several managed accounts. Effective
February 6, 1997 (the "Termination Date"), Olympic withdrew as a
managing member of Endowment Partners. Accordingly, as of the
Termination Date, the Reporting Persons with the Other Investors
no longer had any agents or amounts which could result in their
being deemed to constitute a group for purposes of Rule 13D-5(b)
of the Exchange Act.
The address of the principal office of each of the
Reporting Persons is 320 Park Avenue, 22nd Floor, New York, New
York 10022. The principal occupations of Mr. Chilton are as sole
shareholder and president of Chilton Investment, as general
partner of Olympic and as general partner of Chilton. The name,
present principal occupation or employment and business address
of the executive officer of Chilton Investment are listed in
Schedule I hereto.
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 Schedule I 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 herein and in Schedule I
are United States citizens.
ITEM 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
Between August 8, 1995 and January 27, 1997, Chilton
Investment acquired 13,217 shares of Common Stock for an
aggregate purchase price of $368,912.97, Chilton Partners
acquired 196,834 shares of Common Stock for an aggregate purchase
price of $4,914,319.57, Chilton International acquired 227,498
shares for an aggregate purchase price of $5,492,243.36. Chilton
Trust acquired 25,729 shares of Common Stock for an aggregate
purchase price of $799,232.66, and Olympic acquired 9,722 shares
of Common Stock for an aggregate purchase price of $226,528.53.
All of such purchases and sales were made through open market
transactions. The funds for the acquisition of the shares of
Common Stock by Chilton Investment came from funds of the holders
of certain managed accounts (the "Managed Accounts"). The funds
for the acquisition of the shares of Common Stock by Olympic came
from funds of the holders of certain managed accounts (the
"Managed Accounts"). The funds for the acquisition of the shares
of Common Stock by Chilton Trust, Chilton International and
Chilton Partners 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 Schedule I 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) Chilton Investment beneficially owns 13,217 shares
of Common Stock, representing 0.1% of the shares of Common Stock.
Mr. Chilton beneficially owns 459,783 shares of Common Stock,
representing 4.2% 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 473,000 shares of Common Stock beneficially owned by
the Reporting Persons would represent 4.3% 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 8, 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 prior to the Termination Date, the
1,002,800 shares of Common Stock beneficially owned as of
February 6, 1997 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 February 6, 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
270,250 shares of Common Stock beneficially owned by such group
represented 5.14% 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 5.14% 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, none of the Reporting
Persons nor, to the best knowledge of the applicable Reporting
Person, any person identified in Schedule I 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 of Chilton
Investment have the right to receive the proceeds from the sale
of 13,217 shares of Common Stock beneficially owned by Chilton
Investment. Chilton Partners has the right to receive the
proceeds from the sale of 196,834 shares of Common Stock
beneficially owned by Mr. Chilton, and the holders of the Managed
Accounts of Olympic have the right to receive the proceeds from
the sale of 9,722 shares of Common Stock beneficially owned by
Mr. Chilton. Chilton International has the right to receive the
proceeds from the sale of 227,498 shares of Common Stock
beneficially owned by Mr. Chilton. Chilton Trust has the right
to receive the proceeds from the sale of 25,729 shares of Common
Stock beneficially owned by Mr. Chilton.
(e) Not applicable.
A description of the transactions of the Reporting
Persons in the shares of Common Stock that were effected between
August 8, 1995 and the date hereof is set forth on Schedule II.
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 February
12, 1997, by and among Chilton Investment
Co., Inc. and Richard L. Chilton, Jr.
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: February 12, 1997
CHILTON INVESTMENT CO., INC.
By: /s/ Richard L. Chilton, Jr.
-------------------------------
Name: Richard L. Chilton, Jr.
Title: President
RICHARD L. CHILTON, JR.
By: /s/ Richard L. Chilton, Jr.
-------------------------------
Schedule I
----------
EXECUTIVE OFFICERS AND DIRECTORS
CHILTON INVESTMENT CO., INC.
-----------------------------------
Name Present Business Address Present Principal Occupation
- ---- ------------------------ ----------------------------
Richard L. Chilton Investment Co., Inc. President and Sole
Chilton, Jr. 320 Park Avenue, 22nd Floor Shareholder of Chilton
President New York, NY 10022 Investment Co., Inc.; General
Partner of Chilton
Investments, L.P.; General
Partner of Olympic Equity
Partners, L.P.
Schedule II
-----------
TRANSACTIONS IN SHARES OF COMMON STOCK ($0.01 PAR VALUE)
OF REDWOOD TRUST, INC. (CUSIP # 758075402)
SINCE AUGUST 8, 1995
--------------------------------------------------------
# OF SHARES
TRADE PRICE PURCHASED
DATE (SOLD)
- ----------------------------------------------------------------
CHILTON INVESTMENT CO., INC. 4/19/96 21.750 180
(MANAGED ACCOUNTS) 4/22/96 22.250 2,500
6/28/96 27.925 850
7/1/96 28.000 2,650
9/4/96 27.000 2,032
9/25/96 30.125 2,000
9/26/96 31.875 3,000
1/20/97 37.500 5
================================================================
13,217
CHILTON INVESTMENT 8/8/95 17.477 9,760
PARTNERS, L.P. 8/10/95 17.625 3,615
8/11/95 17.625 1,638
9/21/95 21.250 4,820
10/11/95 19.688 4,830
11/1/95 21.250 4,830
11/2/95 21.000 4,830
1/30/96 20.125 2,900
4/19/96 20.250 57,355
6/28/96 27.925 22,200
7/15/96 23.875 2,500
7/24/96 22.000 23,050
9/4/96 27.250 892
9/25/96 30.125 1,500
9/26/96 31.875 3,000
11/19/96 31.750 35,025
11/20/96 32.000 35,025
11/20/96 32.000 (35,025)
1/20/97 37.500 89
1/24/97 39.500 14,000
1/27/97 41.875 14,000
1/27/97 41.875 (14,000)
===================================
196,834
CHILTON INTERNATIONAL 8/8/95 17.477 9,436
(BVI), LTD. 8/10/95 17.625 3,495
8/11/95 17.625 1,586
9/21/95 21.250 4,660
10/11/95 19.688 4,690
11/1/95 21.250 4,690
11/2/95 21.000 4,690
1/29/96 20.000 (2,068)
1/30/96 20.125 2,787
4/19/96 20.250 87,185
4/22/96 22.250 1,325
6/28/96 27.925 25,600
7/15/96 23.875 2,500
7/24/96 22.000 26,250
9/4/96 27.250 1,024
11/19/96 31.750 39,975
1/20/97 37.500 102
1/24/97 39.500 9,571
1/27/97 41.875 9,571
1/27/97 41.875 (9,571)
===================================
227,498
CHILTON OPPORTUNITY 4/22/96 22.250 7,500
TRUST, L.P. 9/25/96 30.125 2,500
9/26/96 31.875 8,000
1/21/97 38.875 6,300
1/24/97 39.500 1,429
1/27/97 41.875 1,429
1/27/97 41.875 (1,429)
==================================
25,729
OLYMPIC EQUITY PARTNERS, L.P. 8/8/95 17.477 1,054
(MANAGED ACCOUNTS) 8/10/95 17.625 390
8/11/95 17.625 176
9/21/95 21.250 520
10/11/95 19.688 480
11/1/95 21.250 480
11/2/95 21.000 480
1/30/96 20.125 231
4/19/96 21.750 280
4/22/96 22.250 1,175
6/28/96 27.925 1,350
7/1/96 28.000 2,350
7/24/96 22.000 700
9/4/96 27.250 52
1/20/97 37.500 4
===================================
9,722
INDEX OF EXHIBITS
Exhibit A: Joint Filing Agreement, dated February 12, 1997, by and among
Chilton Investment Co., Inc. and Richard L. Chilton, Jr.
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: February 12, 1997
CHILTON INVESTMENT CO., INC.
By: /s/ Richard L. Chilton, Jr.
------------------------------
Name: Richard L. Chilton, Jr.
Title: President
RICHARD L. CHILTON, JR.
By: /s/ Richard L. Chilton, Jr.
------------------------------
