UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
_______________
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 10,
2008
REDWOOD
TRUST, INC.
(Exact
name of registrant as specified in its charter)
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Maryland
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001-13759
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68-0329422
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(State
or other
jurisdiction
of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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One
Belvedere Place
Suite 300
Mill
Valley, California 94941
(Address
of principal executive offices and Zip Code)
(415) 389-7373
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation
FD Disclosure.
On
November 10, 2008, Redwood Trust, Inc. issued a press release announcing that
its Board of Directors has declared a dividend of $0.75 per share of common
stock for the fourth quarter of 2008, payable on January 21, 2009 to
shareholders of record on December 31, 2008, and announcing its current
intentions with respect to Redwood Trust, Inc.’s quarterly dividend for common
shareholders for 2009.
A
copy of the press release is attached as Exhibit 99.1 to this current Report
on
Form 8-K.
The
information contained in this Item 7.01 and the attached Exhibit 99.1 is
furnished to and not filed with the Securities and Exchange Commission, and
shall not be incorporated by reference into any registration statement or other
document filed under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, except as shall be expressly set forth by
specific reference in such filing.
Item
8.01 Other Events.
Redwood
Trust, Inc. today announced that its Board of Directors authorized the
declaration of a fourth quarter 2008 regular dividend for common shareholders
of
$0.75 per share. The fourth quarter dividend is payable on January 21, 2009
to
stockholders of record on December 31, 2008. Redwood Trust, Inc. also announced
today that it will not pay a special dividend for 2008 for common shareholders.
The Board of Directors of Redwood Trust, Inc. also announced today its current
intention to reduce Redwood Trust Inc.’s 2009 regular quarterly dividend for
common shareholders to a rate of $0.25 per share per quarter.
CAUTIONARY
STATEMENT: This Current Report on Form 8-K contains forward-looking statements
within the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements involve numerous
risks
and uncertainties. Our actual results may differ from our expectations,
estimates, and projections and, consequently, you should not rely on these
forward-looking statements as predictions of future events. Forward-looking
statements are not historical in nature and can be identified by words such
as
“anticipate,” “estimate,” “will,” “should,” “expect,” “believe,” “intend,”
“seek,” “plan” and similar expressions or their negative forms, or by references
to strategy, plans, or intentions. These forward-looking statements are subject
to risks and uncertainties, including, among other things, those described
in
our Annual Report on Form 10-K for the year ended December 31, 2007, and
in our
Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, under
the caption “Risk Factors.”
Other
risks, uncertainties, and factors that could cause actual results to differ
materially from those projected are described below and may be described
from
time to time in reports we file with the Securities and Exchange Commission,
including reports on Forms 10-K, 10-Q, and 8-K. We undertake no obligation
to
update or revise any forward-looking statements, whether as a result of new
information, future events, or otherwise. Important factors, among others,
that
may affect our actual results include: changes in interest rates; changes
in
prepayment rates; general economic conditions, particularly as they affect
the
price of earning assets and the credit status of borrowers; legislative and
regulatory actions affecting the mortgage industry; the availability of high
quality assets for purchase at attractive prices; declines in home prices;
increases in mortgage payment delinquencies; changes in the level of liquidity
in the capital markets which may adversely affect our ability to finance
our
real estate asset portfolio; changes in liquidity in the market for real
estate
securities, the re-pricing of credit risk in the capital markets, rating
agency
downgrades of securities and increases in the supply of real estate securities
available for sale, each of which may adversely affect the values of securities
we own; the extent of changes in the values of securities we own and the
impact
of adjustments reflecting those changes on our income statement and balance
sheet, including our stockholders’ equity; our ability to maintain the positive
stockholders’ equity necessary to enable us to pay the dividends required to
maintain our status as a real estate investment trust for tax purposes; and
other factors not presently identified.
Item 9.01 Financial
Statements and Exhibits.
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Exhibit
99.1
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Press
Release dated November 10, 2008
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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Date:
November 10, 2008
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REDWOOD
TRUST, INC.
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By:
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/s/
MARTIN
S. HUGHES
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Martin
S. Hughes
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Chief
Financial Officer and
Secretary
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Exhibit
Index
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Exhibit
No.
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Exhibit
Title
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99.1
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Press
Release dated November 10, 2008
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