================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No.1 to [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2001 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO ------------- -------------- COMMISSION FILE NUMBER: 1-13759 REDWOOD TRUST, INC. (Exact name of Registrant as specified in its Charter) MARYLAND 68-0329422 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 591 REDWOOD HIGHWAY, SUITE 3100 MILL VALLEY, CALIFORNIA 94941 (Address of principal executive offices) (Zip Code) (415) 389-7373 (Registrant's telephone number, including area code) Securities registered pursuant Name of Exchange on to Section 12(b) of the Act: Which Registered: CLASS B 9.74% CUMULATIVE NEW YORK STOCK EXCHANGE CONVERTIBLE PREFERRED STOCK, PAR VALUE $0.01 PER SHARE (Title of Class) COMMON STOCK, PAR VALUE $0.01 PER SHARE NEW YORK STOCK EXCHANGE (Title of Class) Securities registered pursuant to Section 12(g) of the Act: NONE Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] At March 21, 2002 the aggregate market value of the voting stock held by non-affiliates of the Registrant was $393,359,292. The number of shares of the Registrant's Common Stock outstanding on March 21, 2002 was 14,623,022. The number of shares of the Registrant's Preferred Stock outstanding on March 21, 2002 was 902,068. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's definitive Proxy Statement issued in connection with the 2002 Annual Meeting of Stockholders are incorporated by reference into Part III. ================================================================================ PART IV The Company's Form 10-K Annual Report for the Fiscal Year Ended December 31, 2001 is hereby amended to add Schedule IV thereto. Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) Documents filed as part of this report: (2) Schedules to Consolidated Financial Statements: Schedule IV REDWOOD TRUST, INC. SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE DECEMBER 31, 2001 Interest Rate Interest Maturity Mortgage Loan Description/Type Index Rate Date 1st Lien Adjustable Rate Residential Mortgage Loans 1 Month LIBOR 2.88% - 5.30% 2021 - 2029 1st Lien Adjustable Rate Residential Mortgage Loans 6 Month LIBOR 2.94% - 8.33% 2021 - 2027 1st Lien Adjustable Rate Residential Mortgage Loans 1 Year CMT 5.25% - 10.75% 2004 - 2018 Total Residential Mortgage Loans 1st Lien Adjustable Rate Commercial Mortgage Loans 1 Month LIBOR, with interest rate floor of 9.125% - 10.75% 9.125% - 10.75% 2002 - 2003 1st Lien Adjustable Rate Commercial Mortgage Loans 3 and 6 Month LIBOR, with interest rate floor of 9.375% 9.375% 2003 - 2004 1st Lien Hybrid Commercial Mortgage Loans Fixed through March 2004; 6 Month LIBOR through maturity 10.875% 2009 Total Commercial Mortgage Loans Principal Subject to Net Carrying Delinquent Face Amount Mortgage Loan Description/Type Value Interest of Mortgage 1st Lien Adjustable Rate Residential Mortgage Loans 394,134,407.00 1,559,038.00 391,219,634.00 1st Lien Adjustable Rate Residential Mortgage Loans 817,818,191.00 1,555,804.00 814,788,997.00 1st Lien Adjustable Rate Residential Mortgage Loans 262,909,464.00 1,946,513.00 264,459,806.00 ---------------- Total Residential Mortgage Loans 1,474,862,062.00 5,061,355.00 1,470,468,437.00 ================ 1st Lien Adjustable Rate Commercial Mortgage Loans 26,073,937.00 -- 26,184,860.00 1st Lien Adjustable Rate Commercial Mortgage Loans 15,788,616.00 -- 16,099,073.00 1st Lien Hybrid Commercial Mortgage Loans 9,221,167.00 -- 9,506,357.00 ---------------- Total Commercial Mortgage Loans 51,083,720.00 -- 51,790,290.00 ================ REDWOOD TRUST, INC. SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE DECEMBER 31, 2001 (ALL DOLLARS IN THOUSANDS) Residential Commercial Total ----------- ---------- ---------- Mortgage Loans on Real Estate at January 1, 2001 1,130,997 76,082 1,207,079 Acquisitions 674,812 1,710 676,522 Sales -- (7,731) (7,731) Principal Payments (323,899) (18,916) (342,815) Amortization (6,720) 224 (6,496) Credit Provision (767) -- (767) Net Charge Offs 382 -- 382 Lower of Cost or Market Adjustment (Income Statement) 57 (285) (228) Mortgage Loans on Real Estate at December 31, 2001 1,474,862 51,084 1,525,946