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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
JUNE 30, 1998
Date of Report (Date of earliest event reported)
REDWOOD TRUST, INC.
(Exact Name of Registrant as Specified in Charter)
Maryland 1-13759 68-0329422
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
(of Incorporation) Identification No.)
591 Redwood Highway,
Suite 3100
Mill Valley, California 94941
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(Address of Principal Executive Offices) (Zip Code)
(415) 389-7373
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(Registrant's Telephone Number,
Including Area Code)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. OTHER EVENTS
Redwood Trust, Inc. (the "Company") has amended its Charter to
include in Article XI a revised Section 3, "Prevention of
Transfer," and a revised definition of "Beneficial Ownership" in
Section 1. The Certificate of Amendment was certified by the
State Department of Assessments and Taxation on June 30, 1998. A
copy of the certified Certificate of Amendment of the Company's
Charter is included herewith as Exhibit 3.1.1, and the related
Press Release is included herewith as Exhibit 99.
Item 7(c). Exhibit
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<S> <C>
3.1.1 Certified Certificate of Amendment of the Redwood Trust,
Inc. Charter.
99 Press Release, dated July 16, 1998
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: July 16, 1998
REDWOOD TRUST, INC.
By: /s/ VICKIE L. RATH
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Vickie L. Rath
Vice President, Secretary, Treasurer
and Controller
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EXHIBIT INDEX
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Exhibit Number Page Number
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<S> <C> <C>
3.1.1 Certified Certificate of Amendment of the Redwood Trust, Inc., Charter........ 1
99 Press Release, dated July 16, 1998............................................ 4
</TABLE>
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EXHIBIT 3.1.1
REDWOOD TRUST, INC.
CERTIFICATE OF AMENDMENT
REDWOOD TRUST, INC., a Maryland corporation (which is
hereinafter called the "Corporation"), hereby certifies to the State Department
of Assessments and Taxation of Maryland that:
FIRST: The Charter of the Corporation is hereby amended as
follows:
(a) Section 3 of Article XI of this Corporation's Charter
is amended to read in its entirety as follows:
Section 3. PREVENTION OF TRANSFER. If the Board of
Directors or its designee shall at any time determine in good
faith that a purported Transfer has taken place in violation
of Section 2 of this Article XI or that a Person intends to
acquire or Transfer or has attempted to acquire or Transfer
Beneficial Ownership of Capital Stock of the Corporation in
violation of Section 2, the Board of Directors or its designee
shall take such action as it deems advisable to refuse to give
effect to or prevent such Transfer, including, but not limited
to, refusing to give effect to such Transfer on the books of
the Corporation or instituting proceedings to enjoin such
Transfer; PROVIDED HOWEVER, that any purported Transfers in
violation of this Article XI shall automatically result in the
designation and treatment described in this Article XI,
irrespective of any actions (or non-action) by the Board of
Directors.
(b) the definition of "Beneficial Ownership" contained in
Section 1 of Article XI of this Corporation's Charter is amended to read as
follows:
BENEFICIAL OWNERSHIP. "Beneficial Ownership" shall
mean beneficial ownership as determined under Rule 13d-3, as
amended from time to time, adopted pursuant to the Securities
Exchange Act of 1934, as amended, of Capital Stock by a
Person, either directly or constructively, including through
the application of Section 544 of the Code, as modified by
Sections 856(h)(1)(B) and 856(h)(3)(A) of the Code and
determined without respect to whether such ownership has the
effect of meeting the stock ownership requirement of Section
542(a)(2) of the Code. The terms "Beneficial Owner,"
"Beneficially Owning," "Beneficially Own" and "Beneficially
Owned" shall have the correlative meanings.
SECOND: The amendment does not increase the authorized stock
of the Corporation.
1
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THIRD: The foregoing amendment to the Charter of the
Corporation has been advised by the Board of Directors and approved by the
stockholders of the Corporation.
WITNESS: REDWOOD TRUST, INC.
By /s/ Vickie L. Rath By /s/ Douglas B. Hansen
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Vickie L. Rath, Secretary Douglas B. Hansen, President
THE UNDERSIGNED, President of Redwood Trust, Inc., who
executed on behalf of the Corporation the foregoing Articles of Amendment of
which this certificate is made a part, hereby acknowledges in the name and on
behalf of said Corporation the foregoing Articles of Amendment to be the
corporate act of said Corporation and hereby certifies that to the best of his
knowledge, information and belief the matters and facts set forth therein with
respect to the authorization and approval thereof are true in all material
respects under the penalties of perjury.
/s/ Douglas B. Hansen
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Douglas B. Hansen, President
2
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STATE OF MARYLAND
643508
STATE DEPARTMENT OF ASSESSMENTS AND TAXATION
301 West Preston Street Baltimore, Maryland 21201
DATE: JUNE 30, 1998
THIS IS TO ADVISE YOU THAT THE ARTICLES OF AMENDMENT FOR REDWOOD TRUST,
INC. WERE RECEIVED AND APPROVED FOR RECORD ON JUNE 30, 1998 AT 10:19 AM.
FEE PAID: 50.00
[SEAL]
WILLIAM B. MARKER
CHARTER SPECIALIST
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EXHIBIT 99
CONTACT:
Doug Hansen/George Bull
Redwood Trust, Inc.
(415) 389-7373
REDWOOD TRUST, INC. ANNOUNCES THE EFFECTIVENESS OF AMENDMENTS
TO ITS CHARTER WHICH WERE APPROVED AT ITS ANNUAL MEETING
MILL VALLEY, CA JULY 16, 1998 - Redwood Trust, Inc. (NYSE:RWT), a Maryland
corporation, announced today that two amendments to the Company's charter,
previously approved by shareholders at the annual shareholder meeting, have
become effective.
First, certain technical amendments relating to stock transfers have been
effected as requested by the New York Stock Exchange in connection with the
Company's listing of its outstanding securities on the NYSE.
Second, the Company amended and clarified the definition of the term "Beneficial
Ownership" in the provisions of the Charter limiting the ownership of any
investor in the capital stock of the corporation. The definition of such
ownership now conforms to Rule 13d-3 of the Securities Exchange Act of 1934, as
amended.
The principal ownership limitation of the Charter is the requirement that no
person, corporation, partnership, estate or trust shall own in excess of 9.8% of
any class of capital stock of the Company unless, prior to such accumulation, a
waiver from this limitation was granted by the Company's Board of Directors.
The Charter amendment may limit opportunities for stockholders to receive a
premium for their securities that might otherwise exist if any person were to
attempt to assemble a block of shares in excess of the number of shares
permitted under the Charter. The forfeiture and other enforcement provisions of
the Charter operate automatically to any acquisition of shares in excess of the
limitation.
Thus, investors are cautioned to insure that their beneficial ownership of such
shares (as now defined in the Charter) does not exceed the 9.8% limitation or
the terms of any previously
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granted Board waiver. The amendment will not affect the validity or
transferability of stock certificates currently outstanding, nor will it change
the capital structure of the Company.
Redwood Trust, Inc. is a financial institution specializing in mortgages. From
its portfolio operations, the Company earns net income to the extent that the
interest income earned from its mortgage loan and security portfolio exceeds the
cost of borrowed funds, hedging, credit loss expenses and operating expenses.
The Company also operates mortgage-related, fee-generating businesses through
its taxable affiliate, RWT Holdings, Inc. The Company is a real estate
investment trust (REIT). Currently the Company has outstanding 13,796,333 shares
of common stock (New York Stock Exchange, Symbol "RWT") and 909,518 shares of
Class B Cumulative Convertible Preferred Stock (Symbol "RWT-PB"). The Company
has a Web site on the Internet at http://www.redwoodtrust.com.
(End)
