FORM 10-K
10-K/A
[ X ] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended: December 31, 20022003 OR
[] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 |
For the transition period from __________ to _________.
Commission File Number: 333-90772333-103634
SEQUOIA RESIDENTIAL FUNDING, INC. (as Depositor under the Pooling and Servicing Agreement, dated JulyOctober 1, 2002,2003, providing for the issuance of the Sequoia Mortgage Trust 8,2003-6, Mortgage Pass-Through Certificates)
SEQUOIA RESIDENTIAL FUNDING, INC.
| Delaware | 35-2170972 | |||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification no.) | |||
| One Belvedere Place | ||||
| Suite 330 | ||||
| Mill Valley, CA | 94941 | |||
| (Address of principal executive offices) | (Zip code) |
(415) 381-1765389-7373
(Registrant’s telephone number, including area code)
| Securities registered pursuant to Section 12(b) of the Act: | Securities registered pursuant to Section 12(g) of the Act: | |
| None | None | |
| (Title of class) | (Title of class) |
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. Yesþ [ X ] Noo [ ]
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.þ [ X ]
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yeso [ ] Noþ [ X ]
State the aggregate market value of the voting stock held by non-affiliates of Registrant. The aggregate market value shall be computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of the last business day of the Registrant'sRegistrant’s most recently completed second fiscal quarter:
Not Applicable
Documents incorporated by reference:
Not Applicable
SEQUOIA RESIDENTIAL FUNDING, INC.
SEQUOIA MORTGAGE TRUST 8,2003-6, MORTGAGE PASS-THROUGH CERTIFICATES
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| EXHIBIT 99.4 | ||||||||
| EXHIBIT 99.5 | ||||||||
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PART I
ITEM 1 —- BUSINESS
Not Applicable.
ITEM 2 —- PROPERTIES
Sequoia Residential Funding, Inc. (the “Depositor”) will furnish information regarding the Mortgaged Properties by reference to the Annual Compliance Certificates to be filed herein under Item 16.15.
ITEM 3 —- LEGAL PROCEEDINGS
The Depositor is not aware of any material pending legal proceedings involving either the Mortgage Pass-Through Certificates, the Sequoia Mortgage 82003-6 Trust (the “Trust); the Pooling and Servicing Agreement; the Trustee; the Depositor; the Seller; the Master Servicer or the Servicers which relates to the Trust.
ITEM 4 —- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter has been submitted to a vote of the holders of beneficial interests in the Trust through the solicitation of proxies or otherwise.
PART II
ITEM 5 —- MARKET FOR REGISTRANT’S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
To the best knowledge of the Depositor, there is no established public trading market for the Certificates.
The Certificates issued by the Trust are held by the Depository Trust Company (“DTC”) which in turn maintains records of holders of beneficial interests in the Certificates. Based on information obtained by the Trust from DTC, as of December 31, 2002,2003, there were threetwenty-one (21) holders of the Class 1A-1A-1 Certificates, tensix (6) holders of the Class 1A-2 Certificates, twelve holders of the Class 2AA-2 Certificates, one holder of the Class 3A Certificate, one(1) holder of the Class X-1 Certificate,Certificates, one (1) holder of the Class X-2A Certificate,X-2 Certificates, one holder of the Class X-2B Certificate, one(1) holder of the Class X-B Certificate, one holderCertificates, three (3) holders of the Class B-1 Certificate,Certificates, one (1) holder of the Class B-2 Certificate,Certificates, and one (1) holder of the Class B-3 Certificate.Certificates.
ITEM 6 —- SELECTED FINANCIAL DATA
Not Applicable.
ITEM 7 —- MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Not Applicable.
ITEM 7A —- QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
ITEM 8 —- FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION
Not Applicable.
ITEM 9 —- CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There were no changes of accountants or disagreements on accounting or financial disclosures between the Depositor and its accountants.
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ITEM 9A - CONTROLS AND PROCEDURES
Not Applicable.
PART III
ITEM 10 —- DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Not Applicable.
ITEM 11 —- EXECUTIVE COMPENSATION
Not Applicable.
ITEM 12 —- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The Depositor is a Delaware corporation and indirect wholly-owned subsidiary of Redwood Trust, Inc. The Trust is a grantor trust established under the Pooling and Servicing Agreement.
The following table sets forth (i) the name and address of each entity owning more than 5% of the outstanding principal amount of each class of the Pass-Through Certificates; (ii) the principal amount of each class of the Pass-Through Certificates owned by each and (iii) the percent that the principal amount of each class of the Pass-Through Certificates owned by such entity represents of the outstanding principal amount of such class of Pass-Through Certificates. The information set forth in the table for the Certificates is based upon information obtained by the Trust from DTC and represents ownership of beneficial interest in the Certificates held by DTC. The Depositor is not aware of any Schedules 13D or 13G filed with the Securities and Exchange Commission in respect of the Certificates.
Class 1A-1
| Name and Address | Principal Amount Owned | Percentage of Outstanding Amount | ||||||
| Boston Safe Deposit and Trust Company c/o Mellon Trust 525 William Penn Place Suite 3148 Pittsburgh, PA 15259 | $15,000,000 | 30.00 | % | |||||
| JP Morgan Chase Bank 14201 Dallas Parkway Dallas, TX 75254 | $15,000,000 | 30.00 | % | |||||
| State Street Bank and Trust Company 1776 Heritage Drive No. Quincy, MA 02171 | $20,000,000 | 40.00 | % | |||||
Class 1A-2
| Name and Address | Principal Amount Owned | Percentage of Outstanding Amount | ||||||
| The Bank of New York One Wall Street New York, NY 10286 | $3,173,000 | 5.16 | % | |||||
| Boston Safe Deposit and Trust Company c/o Mellon Trust 525 William Penn Place Suite 3148 Pittsburgh, PA 15259 | $24,690,000 | 40.12 | % | |||||
| Name and Address | Principal Amount Owned | Percentage of Outstanding Amount | ||||||
| The Bank of New York One Wall Street New York, NY 10286 | $ | 150,570,000 | 32.86 | % | ||||
| Mellon Trust of New England, National Association 525 William Penn Place Suite 3418 Pittsburgh, PA 15259 | $ | 92,588,000 | 20.21 | % | ||||
| JP Morgan Chase Bank 14201 Dallas Parkway Dallas, TX 75254 | $ | 78,000,000 | 17.02 | % | ||||
| The Northern Trust Company 801 S. Canal C-IN Chicago, IL 60607 | $ | 55,660,000 | 12.15 | % | ||||
| Deutsche Bank Trust Company Americas 648 Grassmere Park Road Nashville, TN 37211 | $ | 53,500,000 | 11.68 | % | ||||
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| Name and Address | Principal Amount Owned | Percentage of Outstanding Amount | ||||||
| JPMorgan Chase Bank 14201 Dallas Parkway Dallas, TX 75254 | $23,000,000 | 37.42 | % | |||||
| State Street Bank and Trust Company 1776 Heritage Drive Global Corporate Action Unit JAB 5NW No. Quincy, MA 02171 | $5,285,000 | 8.60 | % | |||||
Class A-2
| Name and Address | Principal Amount Owned | Percentage of Outstanding Amount | ||||||
| State Street Bank and Trust Company 1776 Heritage Drive Global Corporate Action Unit JAB 5NW No. Quincy, MA 02171 | $ | 88,180,000 | 48.86 | % | ||||
DBTC Americas/Deutsche Bank Frankfurt 14 Wall Street, 5th Floor Broker/Dealer Clearance New York, NY 10005 | $ | 30,000,000 | 16.62 | % | ||||
| Deutsche Bank Trust Company Americas 648 Grassmere Park Road Nashville, TN 37211 | $ | 25,000,000 | 13.85 | % | ||||
| The Bank of New York One Wall Street New York, NY 10286 | $ | 18,905,000 | 10.48 | % | ||||
| JP Morgan Chase Bank 14201 Dallas Parkway Dallas, TX 75254 | $ | 13,569,000 | 7.52 | % | ||||
Class 2A
| Name and Address | Principal Amount Owned | Percentage of Outstanding Amount | ||||||
| Deutsche Bank Trust Company Americas 648 Grassmere Park Road 8th Floor Nashville, TN 37211 | $243,097,000 | 52.49 | % | |||||
| HSBC Bank & Trust Company (Delaware), National Association 1201 Market Street Suite 100 Wilmington, DE 19801 | $45,000,000 | 9.72 | % | |||||
| JPMorgan Chase Bank 14201 Dallas Parkway Dallas, TX 75254 | $76,000,000 | 16.41 | % | |||||
| State Street Bank and Trust Company 1776 Heritage Drive No. Quincy, MA 02171 | $72,100,000 | 15.57 | % | |||||
Class 3A
| Name and Address | Principal Amount Owned | Percentage of Outstanding Amount | ||||||
| State Street Bank and Trust Company 1776 Heritage Drive No. Quincy, MA 02171 | $49,973,000 | 100.00 | % | |||||
Class X-1
| Name and Address | Principal Amount Owned | Percentage of Outstanding Amount | ||||||
| DBTC Americas/Dealer Clearance 16 Wall Street New York, NY 10005 | $111,468,000 | 100.00 | % | |||||
| Name and Address | Principal Amount Owned | Percentage of Outstanding Amount | ||||||
| Wachovia Bank, N.A. – Phila. Main 530 Walnut Street Philadelphia, PA 19101 | $ | 638,712,000 | 100.00 | % | ||||
Class X-2
| Name and Address | Principal Amount Owned | Percentage of Outstanding Amount | ||||||
| DBTC Americas/Dealer Clearance 16 Wall Street New York, NY 10005 | $ | 638,712,000 | 100.00 | % | ||||
Class X-B
| Name and Address | Principal Amount Owned | Percentage of Outstanding Amount | ||||||
| DBTC Americas/Dealer Clearance 16 Wall Street New York, NY 10005 | $ | 11,287,000 | 100.00 | % | ||||
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Class X-2A
| Name and Address | Principal Amount Owned | Percentage of Outstanding Amount | ||||||
| DBTC Americas/Dealer Clearance 16 Wall Street New York, NY 10005 | $188,364,733 | 100.00 | % | |||||
Class X-2B
| Name and Address | Principal Amount Owned | Percentage of Outstanding Amount | ||||||
| DBTC Americas/Dealer Clearance 16 Wall Street New York, NY 10005 | $274,732,267 | 100.00 | % | |||||
Class X-B
| Name and Address | Principal Amount Owned | Percentage of Outstanding Amount | ||||||
| DBTC Americas/Dealer Clearance 16 Wall Street New York, NY 10005 | $9,069,000 | 100.00 | % | |||||
Class B-1
| Name and Address | Principal Amount Owned | Percentage of Outstanding Amount | ||||||
| State Street Bank and Trust Company 1776 Heritage Drive No. Quincy, MA 02171 | $9,069,000 | 100.00 | % | |||||
| Name and Address | Principal Amount Owned | Percentage of Outstanding Amount | ||||||
| State Street Bank and Trust Company 1776 Heritage Drive No. Quincy, MA 02171 | $ | 5,650,000 | 50.06 | % | ||||
| Deutsche Bank Trust Company Americas 648 Grassmere Park Road Nashville, TN 37211 | $ | 2,818,500 | 24.97 | % | ||||
| Fleet National Bank 159 East Main Street Rochester, NY 14638 | $ | 2,818,500 | 24.97 | % | ||||
Class B-2
| Name and Address | Principal Amount Owned | Percentage of Outstanding Amount | ||||||
| Wells Fargo Bank Minnesota, N.A. c/o ADP Proxy Services Edgewood, NY 11717 | $5,505,000 | 100.00 | % | |||||
| Name and Address | Principal Amount Owned | Percentage of Outstanding Amount | ||||||
JPMorgan Chase Bank/Greenwich Capital 4 New York Plaza, 21st Floor New York, NY 10004 | $ | 5,643,000 | 100.00 | % | ||||
Class B-3
| Name and Address | Principal Amount Owned | Percentage of Outstanding Amount | ||||||
| Wells Fargo Bank Minnesota, N.A. c/o ADP Proxy Services Edgewood, NY 11717 | $3,886,000 | 100.00 | % | |||||
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| Name and Address | Principal Amount Owned | Percentage of Outstanding Amount | ||||||
JPMorgan Chase Bank/Greenwich Capital 4 New York Plaza, 21st Floor New York, NY 10004 | $ | 3,320,000 | 100.00 | % | ||||
ITEM 13 —- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
PART IV
ITEM 14 CONTROLS AND PROCEDURES
Not Applicable.
ITEM 1514 PRINCIPAL ACCOUNTANT FEES AND SERVICES
Not Applicable.
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PART IV
ITEM 16 —15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
| (a) The following documents are filed as part of this report: |
| 1. | Financial Statements: | |||
| Not applicable. | ||||
| 2. | Financial Statement Schedules: | |||
| Not applicable. | ||||
| 3. | Exhibits: | |||
| Exhibit No. | ||
| Description | ||
| 99.1* | Statement of Compliance of the Servicer pursuant to Section 7.04(a) of The Master Servicing Agreement between | |
| 99.2* | Report of Independent Accountant pursuant to Section 7.04(b) of the | |
| 99.3* | Statement of Compliance of the Servicer pursuant to Section 6.04 of | |
| 99.4 | Report of Independent | |
| 99.5 | Statement of Compliance of the Servicer pursuant to Section 7.04 of |
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| 99.6* | Report of Independent Accountant pursuant to Section 7.05 of the |
(b) Reports on Form 8-K field during the last quarter of the period covered by this report.
| 99.7* | Statement of Compliance of the Servicer pursuant to Section 11.20 of the The Flow Mortgage Loan Sale and Servicing Agreement, dated as of April 1, 2003, between RWT and Bank of America, N.A., as modified by the related Acknowledgements (the “RWT/Bank of America Servicing Agreement”). | ||
| 99.8* | Report of Independent Accountant pursuant to Section 11.21 of the RWT/Bank of America Servicing Agreement. |
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| (b) | Reports on Form 8-K field during the last quarter of the period covered by this report. |
DATE OF REPORTS ON FORM | ITEMS REPORTED/FINANCIAL STATEMENTS FILED | ||
| Report filing | |||
| October 16, 2003 | Report filing Computational Materials | ||
| November 13, 2003 | Report filing the Pooling and Servicing Agreement and the Tax Opinion | ||
| December | Trustee’s Monthly Report for the November Distribution to Certificateholders |
| * | ||
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Depositor has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SEQUOIA MORTGAGE FUNDING, INC. | ||||||||
| By: | ||||||||
| Name: | Harold F. Zagunis | |||||||
| Title: | Chief Financial Officer, Treasurer and Secretary | |||||||
Date: June 16, 2004.
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CERTIFICATION
CERTIFICATION
I, Harold F. Zagunis, Chief Financial Officer, Treasurer and Secretary of Sequoia Residential Funding, Inc., a Delaware corporation, hereby certify that:
1. I have reviewed this annual report on Form 10-K,10-K/A, and all reports on Form 8-K containing distribution or servicing reports filed in respect of the Certificates for periods included in the year covered by this annual report, of Sequoia Residential Funding, Inc.;
2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report;
3. Based on my knowledge, the distribution or servicing information required to be provided to the trustee by the servicer under the pooling and servicing agreement, for inclusion in these reports is included in these reports;
4. Based on my knowledge and upon the annual compliance statement included in the report and required to be delivered to the trustee in accordance with the terms of the pooling and servicing agreement, and except as disclosed in the reports, the servicer has fulfilled its obligations under the servicing agreement; and
5. The reports disclose all significant deficiencies relating to the servicer’s compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling and servicing agreement, that is included in these reports.
In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: Morgan Stanley Dean Witter Credit Corporation, as Servicer, GreenPoint Mortgage Funding, Inc., as Servicer, and Cendant Mortgage Corporation, as Servicer, and Bank of America, as Servicer.
Date: March 31, 2003
/s/ Harold F. Zagunis
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SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.
No annual report, proxy statement, proxy materials or otherwise were sent to Certificateholders.
INDEX TO EXHIBITS
Item 14(C)
| Exhibit No. | ||
| Description | ||
| Statement of Compliance of the Servicer pursuant to Section 7.04(a) of The Master Servicing Agreement between | ||
| 99.2* | Report of Independent Accountant pursuant to Section 7.04(b) of the | |
| 99.3* | Statement of Compliance of the Servicer pursuant to Section 6.04 of | |
| Report of Independent | ||
| Statement of Compliance of the Servicer pursuant to Section 7.04 of The Mortgage Loan Flow Purchase, Sale & Servicing Agreement among | ||
| 99.6* | Report of Independent Accountant pursuant to Section 7.05 of the | |
| 99.7* | Statement of Compliance of the Servicer pursuant to Section 11.20 of the The Flow Mortgage Loan Sale and Servicing Agreement, dated as of April 1, 2003, between RWT and Bank of America, N.A., as modified by the related Acknowledgements (the “RWT/Bank of America Servicing Agreement”). | |
| 99.8* | Report of Independent Accountant pursuant to Section 11.21 of the RWT/Bank of America Servicing Agreement. |
| * | ||
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