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As filed with the Securities and Exchange Commission
on January 7, 1998
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-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.
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(Exact Name of registrant as specified in its charter)
Maryland 68-0329422
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
591 Redwood Highway, Suite 3100
Mill Valley, California 94941
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(Address of principal Executive Offices) (Zip Code)
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If this Form relates to the registration of a If this Form relates to the registration of a
class of securities pursuant to Section 12(b) of class of securities pursuant to Section 12(g) of
the Exchange Act and is effective upon filing the Exchange Act and is effective pursuant to
pursuant to General Instruction A.(c), please General Instruction A.(d), please check the
check the following box. [ X ] following box. [ ]
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Securities Act registration statement file number to which this form relates:
N/A
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(if applicable)
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
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Common Stock, par value $.01 per share New York Stock Exchange
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Class B 9.74% Cumulative Convertible Preferred
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Stock, par value $0.01 per share New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
Not applicable
(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 common stock of the Registrant being registered
hereby is Common Stock, par value $.01 per share (the "Common Stock").
The description of the Common Stock is contained in the Registrant's
Registration Statement on Form S-11, filed with the Securities and
Exchange Commission on June 30, 1995 (33-94160), under the captions
"Prospectus Summary," "Description of Capital Stock" and "Certain
Federal Income Tax Considerations," which description is hereby
incorporated herein by reference thereto.
The title of the preferred stock of the Registrant being registered
hereby is Class B 9.74% Cumulative Convertible Preferred Stock, par
value $.01 per share (the "Preferred Stock"). The description of the
Preferred Stock is contained in the Registrant's 424(b)(1) Prospectus
filed with the Securities and Exchange Commission on August 12, 1996,
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* Bylaws of the Registrant
4.2** Specimen Common Stock Certificate
4.3*** Specimen Preferred Stock Certificate
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* Previously filed and incorporated by reference to the
correspondingly numbered exhibit to the Company's most recent
Form 10-K (Commission No. 0-26436) filed by the Registrant
with the Securities and Exchange Commission.
** Previously filed and 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.
*** Previously filed and 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.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: January 7, 1998
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
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3.1* Articles of Amendment and Restatement of the Registrant
3.3* Bylaws of the Registrant
4.2** Specimen Common Stock Certificate
4.3*** Specimen Common Stock Certificate
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* Previously filed and incorporated by reference to the
correspondingly numbered exhibit to the Company's most recent
Form 10-K (Commission No. 0-26436) filed by the Registrant
with the Securities and Exchange Commission.
** Previously filed and 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.
*** Previously filed and 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.
