SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment Number Eleven)
Redwood Trust, Inc.
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(Name of Issuer)
Common
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(Title of Class of Securities)
758075402
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(Cusip Number)
12/31/2002
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/X/ Rule 13d-1 (b)
/ / Rule 13d-1 (c)
/ / Rule 13d-1 (d)
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CUSIP NO. 758075402 13G
1) NAME OF REPORTING PERSON I.R.S. NUMBER OF REPORTING PERSON
Wallace R. Weitz & Company Tax I.D. No. 47-0654095
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ X ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nebraska
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5) Sole Voting Power: 2,920,316*
6) Shared Voting Power: 2,920,316*
7) Sole Dispositive Power: 2,977,816
8) Shared Dispositive Power: None
9) AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
2,977,816**
10) CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[ ]
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9.
19.1%
12) TYPE OF REPORTING PERSON
IA
*873,602 of the shares of common stock are subject to a Voting Agreement
pursuant to which Wallace R. Weitz & Company has transferred its voting rights
with respect to such shares to certain principal shareholders of Redwood Trust.
**Ownership includes 2,977,816 shares of the common stock of Redwood Trust and
114,600 shares of the convertible preferred stock of Redwood Trust which is
convertible into shares of common stock.
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CUSIP NO. 758075402 13G
1) NAME OF REPORTING PERSON
Wallace R. Weitz
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ] N/A
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of the United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5) Sole Voting Power: None
6) Shared Voting Power: 2,920,316*
7) Sole Dispositive Power: None
8) Shared Dispositive Power: 2,977,816
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,977,816**
10) CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[ ]
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.1%
12) TYPE OF REPORTING PERSON
IN
*873,602 of the shares of common stock are subject to a Voting Agreement
pursuant to which Wallace R. Weitz & Company has transferred its voting rights
with respect to such shares to certain principal shareholders of Redwood Trust.
**Ownership includes 2,977,816 shares of the common stock of Redwood Trust and
114,600 shares of the convertible preferred stock of Redwood Trust which is
convertible into shares of common stock.
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Item 1(a). Name of Issuer:
Redwood Trust, Inc.
Item 1(b). Address of Issuer's Principal Executive Office:
591 Redwood Highway, Suite 3100
Mill Valley, California 94941
Item 2(a). Names of Persons Filing:
Wallace R. Weitz & Company
Wallace R. Weitz, President and Primary Owner of Wallace R.
Weitz & Company
Item 2(b). Principal Business Address of Persons Filing:
1125 South 103rd Street, Suite 600
Omaha, Nebraska 68124-6008
Item 2(c). Citizenship:
Wallace R. Weitz & Company - State of Nebraska
Wallace R. Weitz - Citizen of United States of America
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
758075402
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(e) Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940. This statement is
being filed by Wallace R. Weitz & Company ("Weitz &
Co.") as a registered investment adviser. All of the
securities reported in this statement are owned of
record by investment advisory clients of Weitz & Co.
and none are owned directly or indirectly by Weitz &
Co. As permitted by Rule 13d-4, the filing of this
statement shall not be construed as an admission that
Weitz & Co. is the beneficial owner of any of the
securities covered by the statement.
(g) Control Person. This statement is also being filed by
Wallace R. Weitz ("Weitz"), President and primary owner
of Weitz & Co. in the event he could be deemed to be an
indirect beneficial owner of the securities reported by
Weitz & Co. through the exercise of voting control
and/or dispositive power over the securities as a
result of his official positions or ownership of the
voting securities of Weitz & Co. Mr. Weitz does not own
directly or indirectly any securities covered by this
statement for his own account. As permitted by Rule
13d-4, the filing of this statement shall not be
construed as an admission that Mr. Weitz is the
beneficial owner of any of the securities covered by
this statement.
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Item 4. Ownership:
(a) Amount Beneficially Owned:
(i) Weitz & Co. 2,977,816 Shares*
(ii) Weitz 2,977,816 Shares*
(b) Percent of Class:
(i) Weitz & Co. 19.1%
(ii) Weitz 19.1%
(c) Number of Shares as to which such person has:
(I) sole power to direct vote:
(i) Weitz & Co. 2,920,316**
(ii) Weitz 0
(II) shared power to direct vote:
(i) Weitz & Co. 2,920,316**
(ii) Weitz 2,920,316**
(III) sole power to dispose:
(i) Weitz & Co. 2,977,816
(ii) Weitz 0
(IV) shared power to dispose:
(i) Weitz & Co. 2,977,816
(ii) Weitz 2,977,816
Item 5. Ownership of Five Percent or Less of a Class
N/A
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Weitz Series Fund, Inc.-Value Fund, a registered investment
company, is the record owner of 1,558,217*** shares of the
Issuer as of December 31, 2002, representing 9.7% of the
Issuer's shares. Weitz Partners, Inc.-Partners Value Fund, a
registered investment company, is the record owner of
914,152*** shares of the Issuer as of December 31, 2002,
representing 5.7% of the Issuer's shares.
*Ownership includes 2,977,816 shares of the common stock of Redwood Trust and
114,600 shares of the convertible preferred stock of Redwood Trust which is
convertible into shares of common stock.
**873,602 of the shares of common stock are subject to a Voting Agreement
pursuant to which Wallace R. Weitz & Company has transferred its voting rights
with respect to such shares to certain principal shareholders of Redwood Trust.
***360,100 of the shares owned by the Value Fund and 490,200 of the shares owned
by the Partners Value Fund are subject to a Voting Agreement pursuant to which
Wallace R. Weitz & Company has transferred its voting rights with respect to
such shares to certain principal shareholders of Redwood Trust, Inc.
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Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
N/A
Item 8. Identification and Classification of Members of the Group
N/A
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer of
such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
Date: January 17, 2003
WALLACE R. WEITZ & COMPANY
By: /s/ Wallace R. Weitz
Name: Wallace R. Weitz
Title: President
WALLACE R. WEITZ
(Individually)
/s/ Wallace R. Weitz
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Joint Filing Agreement
In accordance with Rule 13d-1 (k) under the Securities Exchange Act of 1934, the
persons or entities named below agree to the joint filing on behalf of each of
them of this Schedule 13G with respect to the securities of the Issuer and
further agree that this joint filing agreement be included as an exhibit to this
Schedule 13G. In evidence thereof, the undersigned hereby execute this agreement
as of the 17th day of January, 2003.
WALLACE R. WEITZ & COMPANY
By: /s/ Wallace R. Weitz
Name: Wallace R. Weitz
Title: President
WALLACE R. WEITZ
(Individually)
/s/ Wallace R. Weitz
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