-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SOJB2qezK2YhZQ2xx/Wge0ZOGlQlvC02p/NHBNDjjK6mN7a7QF3zHKu9vUIv1FKA d4ifZq+8pBRLu8fnDbH2Xw== 0000906305-97-000043.txt : 19970409 0000906305-97-000043.hdr.sgml : 19970409 ACCESSION NUMBER: 0000906305-97-000043 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970408 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REDWOOD TRUST INC CENTRAL INDEX KEY: 0000930236 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 680329422 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45335 FILM NUMBER: 97576477 BUSINESS ADDRESS: STREET 1: 591 REDWOOD HWY STREET 2: STE 3100 CITY: MILL VALLEY STATE: CA ZIP: 94941 BUSINESS PHONE: 4153897373 MAIL ADDRESS: STREET 1: 591 REDWOOD HIGHWAY STREET 2: STE 3100 CITY: MILL VALLEY STATE: CA ZIP: 94941 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAWSON SAMBERG CAPITAL MANAGEMENT INC /CT CENTRAL INDEX KEY: 0000906305 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 061033494 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 354 PEQUOT AVE CITY: SOUTHPORT STATE: CT ZIP: 06490 BUSINESS PHONE: 2032540091 MAIL ADDRESS: STREET 1: 354 PEQUOT AVE CITY: SOUTHPORT STATE: CT ZIP: 06490 SC 13D/A 1 REDWOOD TRUST, INC. SCHEDULE 13D 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 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 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 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 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. 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 -----END PRIVACY-ENHANCED MESSAGE-----