FORM 10-K/A
For the fiscal year ended: December10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED: DECEMBER 31, 20032004 OR
For the transition period from
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT
OF 1934
FOR THE TRANSITION PERIOD FROM __________ toTO _________.
Commission File Number: 333-103634
COMMISSION FILE NUMBER: 333-103634-01
SEQUOIA RESIDENTIAL FUNDING, INC. (as Depositor under the Pooling and Servicing Agreement, dated June(AS DEPOSITOR UNDER THE POOLING AND SERVICING
AGREEMENT, DATED DECEMBER 1, 2003, providing for the issuance of the Sequoia Mortgage Trust 2003-3, Mortgage Pass-Through Certificates)
PROVIDING FOR THE ISSUANCE OF THE SEQUOIA MORTGAGE TRUST 2003-8, MORTGAGE PASS-THROUGH CERTIFICATES) SEQUOIA RESIDENTIAL FUNDING, INC.
DELAWARE 35-2170972
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
ONE BELVEDERE PLACE
SUITE 330
MILL VALLEY, CA 94941
(Address of principal executive offices) (Zip code)
(415) 389-7373(Registrant’s
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(g) of the Act: | ||
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. Yesx [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’sRegistrant'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.x
[X]
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). YesoYes[ ] Nox
[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
NOT APPLICABLE Documents incorporated by reference:
Not Applicable
NOT APPLICABLE
SEQUOIA MORTGAGE TRUST 2003-3,2003-8, MORTGAGE PASS-THROUGH CERTIFICATES
INDEX
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| ...................................................................................................... 3 | |||||||
ITEM 1 - | BUSINESS............................................................................... 3 | |||||||
ITEM 2 - | PROPERTIES............................................................................. 3 | |||||||
ITEM 3 - LEGAL | PROCEEDINGS...................................................................... 3 | |||||||
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF
SECURITY | HOLDERS....................................................................... 3 | |||||||
PART II | ...................................................................................................... 3 | |||||||
ITEM 5 - MARKET FOR REGISTRANT'S COMMON STOCK, | AND ISSUER PURCHASES OF EQUITY SECURITIES.......................... 3 | |||||||
ITEM 6 - SELECTED FINANCIAL | DATA................................................................ 3 | |||||||
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF | OPERATIONS.......................................... 3 | |||||||
ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET | RISK............................. 3 | |||||||
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY | DATA............................................ 3 | |||||||
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL | DISCLOSURE................................................. 3 | |||||||
ITEM 9A - CONTROLS AND | PROCEDURES................................................................ 4 | |||||||
ITEM 9B - OTHER INFORMATION...................................................................... 4 PART III | ...................................................................................................... 4 | |||||||
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF
THE | REGISTRANT......................................................................... 4 | |||||||
ITEM 11 - EXECUTIVE | COMPENSATION................................................................. 4 | |||||||
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND | MANAGEMENT.................................................................. 4 | |||||||
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED | ||||||||
TRANSACTIONS......................................... 5
ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND | ||||||||
SERVICES................................................. 5 PART IV | ...................................................................................................... 6 | |||||||
ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM | 8-K.................................................................... 6 | |||||||
SIGNATURES | ...................................................................................................... 8 | |||||||
CERTIFICATION | ..................................................................................................... 9 | |||||||
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....................................................................................... 10 | |||||||
INDEX TO EXHIBITS | .................................................................................................... 10 | |||||||
2
ITEM 1 –- BUSINESS
Not Applicable.
ITEM 2 –- PROPERTIES
Sequoia Residential Funding, Inc. (the “Depositor”"Depositor") will
furnish information regarding the Mortgaged Properties by reference to the
Annual Compliance Certificates to be filed herein under Item 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 2003-32003-8 Trust (the “Trust)"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’SREGISTRANT'S COMMON STOCK, AND RELATED STOCKHOLDER
MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES 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”("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, 2003,2004, there were seven (7)twenty-five (25) holders of
the Class A-1 Certificates, two (2) holders of the Class A-2 Certificates, four
(4) holders of the Class A-2 Certificates, one (1) holder of the Class X-1A Certificates, one (1) holder of the Class X-1BX-1 Certificates, one (1) holder of the Class X-2
Certificates, one (1) holder of the Class X-B Certificates, two (2) holdersone (1) holder of
the Class B-1 Certificates, one (1) holdertwo (2) holders of the Class B-2 Certificates, and
one (1) holder of the Class B-3 Certificates.
ITEM 6 –- SELECTED FINANCIAL DATA
Not Applicable.
ITEM 7 – MANAGEMENT’S- 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.
3
Not Applicable.
ITEM 9B - OTHER INFORMATION 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 addressidentification 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
CLASS A-1
Name and Address | Principal Amount Owned | Percentage of Outstanding Amount | ||||||
Bank of New York | $ | 25,000,000 | 6.59 | % | ||||
One Wall Street | ||||||||
New York, NY 10286 | ||||||||
JP Morgan Chase Bank | $ | 165,000,000 | 43.48 | % | ||||
14201 Dallas Parkway | ||||||||
Dallas, TX 75254 | ||||||||
Northern Trust Company | $ | 80,000,000 | 21.08 | % | ||||
801 S. Canal C-IN | ||||||||
Chicago, IL 60607 | ||||||||
Deutsche Bank Trust Company | $ | 50,000,000 | 13.18 | % | ||||
Americas | ||||||||
648 Grassmere Park Road, 8th Floor | ||||||||
Nashville, TN 37211 | ||||||||
Citibank, N. A. | $ | 40,000,000 | 10.54 | % | ||||
3800 Citibank Center B3-15 | ||||||||
Tampa, FL 33610 |
Class A-2
Name and Address | Principal Amount Owned | Percentage of Outstanding Amount | ||||||
Deutsche Bank Trust Company | $ | 50,000,000 | 33.35 | % | ||||
Americas | ||||||||
648 Grassmere Park Road, 8th Floor | ||||||||
Nashville, TN 37211 | ||||||||
Fortis Investment Services, LLC | $ | 40,000,000 | 26.68 | % | ||||
520 Madison Avenue | ||||||||
New York, NY 10022 | ||||||||
JPMorgan Chase Bank | $ | 50,000,000 | 33.35 | % | ||||
14201 Dallas Pkwy | ||||||||
Dallas, TX 75254 | ||||||||
State Street Bank & Trust Company | $ | 9,922,000 | 6.62 | % | ||||
1776 Heritage Drive | ||||||||
Global Corporate Action Unit JAB 5NW | ||||||||
No. Quincy, MA 02171 |
Class X-1A
Name and Address | Principal Amount Owned | Percentage of Outstanding Amount | ||||||
Wells Fargo Bank, N. A. | $ | 100,831,616 | 100.00 | % | ||||
Issuer Services | ||||||||
C/o ADP Proxy Services | ||||||||
Edgewood, NY 11717 |
Class X-1B
Name and Address | Principal Amount Owned | Percentage of Outstanding Amount | ||||||
Wells Fargo Bank, N. A. | ||||||||
Issuer Services | ||||||||
C/o ADP Proxy Services | ||||||||
Edgewood, NY 11717 | $ | 278,623,384 | 100.00 | % |
Class
CLASS X-2
Name and Address | Principal Amount Owned | Percentage of Outstanding Amount | ||||||
Wells Fargo Bank, N. A. | $ | 149,922,000 | 100.00 | % | ||||
Issuer Services | ||||||||
C/o ADP Proxy Services | ||||||||
Edgewood, NY 11717 |
Class
CLASS X-B
Name and Address | Principal Amount Owned | Percentage of Outstanding Amount | ||||||
Wells Fargo Bank, N. A. | $ | 9,075,000 | 100.00 | % | ||||
Issuer Services | ||||||||
C/o ADP Proxy Services | ||||||||
Edgewood, NY 11717 |
5
Class
CLASS B-1
Name and Address | Principal Amount Owned | Percentage of Outstanding Amount | ||||||
Deutsche Bank Trust Company | $ | 7,075,000 | 77.96 | % | ||||
Americas | ||||||||
648 Grassmere Park Road, 8th Floor | ||||||||
Nashville, TN 37211 | ||||||||
Investors Bank & Trust Company | $ | 2,000,000 | 22.04 | % | ||||
200 Clarendon St., 9th Floor | ||||||||
Corporate Actions Unit/Top 57 | ||||||||
Boston, MA 02116 |
Class
CLASS B-2
Name and Address | Principal Amount Owned | Percentage of Outstanding Amount | ||||||
Wells Fargo Bank, N. A. | $ | 4,675,000 | 100.00 | % | ||||
Issuer Services | ||||||||
C/o ADP Proxy Services | ||||||||
Edgewood, NY 11717 |
Class
CLASS B-3
Name and Address | Principal Amount Owned | Percentage of Outstanding Amount | ||||||
Wells Fargo Bank, N. A. | $ | 2,475,000 | 100.00 | % | ||||
Issuer Services | ||||||||
C/o ADP Proxy Services | ||||||||
Edgewood, NY 11717 |
None.
ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES
Not Applicable.
5
ITEM 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:
6
Description | ||
----------- -----------
| ||
99.2* Report of Independent Accountant pursuant to Section 7.04(b) of the RWT/Morgan Servicing Agreement. | ||
99.3 | Statement of Compliance of the Servicer pursuant to
Section 6.04 of The Mortgage Loan Flow Purchase, Sale
and Servicing Agreement, dated as of August 1, 2002,
between RWT and GreenPoint Mortgage Funding, Inc., as
modified by the related Acknowledgements (the
| |
99.4 | Report of Independent Account pursuant to Section 6.05 of the RWT/GreenPoint Servicing Agreement. |
ITEMS REPORTED/FINANCIAL STATEMENTS FILED | ||
Report filing Computational Materials | ||
Report filing Collateral Term Sheet January 7, 2004 Report filing the Pooling and Servicing Agreement and the Tax Opinion | ||
February 9, 2004 Trustee's Monthly Report for the January Distribution to
Certificateholders
March 8, 2004 Trustee's Monthly Report for the February Distribution to
Certificateholders
April 5, 2004 Trustee's Monthly Report for the March Distribution to
Certificateholders
May 7, 2004 Trustee's Monthly Report for the April Distribution to
Certificateholders
June 8, 2004 Trustee's Monthly Report for the May Distribution to
Certificateholders
July 7, 2004 Trustee's Monthly Report for the June Distribution to
Certificateholders
August | ||
September | ||
October | ||
November | ||
December |
- -------------- *The document is not due to be delivered until April 1, 2005. Such document will be filed with the Securities and Exchange Commission by amendment upon receipt by the Registrant. **The document is not due to be delivered until April 15, 2005. Such document will be filed with the Securities and Exchange Commission by amendment upon receipt by the Registrant. 7
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 RESIDENTIAL FUNDING, INC.
By: /s/ Harold F. Zagunis
-------------------------------
Name: Harold F. Zagunis
Title: Chief Financial Officer
and Secretary
Date: April 22, 2004.
March 31, 2005. 8
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, 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’sservicer'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, and GreenPoint Mortgage Funding, Inc.,
as Servicer, Cendant Mortgage Corporation, as Servicer and Bank of America,
N.A., as Servicer.
Date: April 22, 2004
March 31, 2005 /s/ Harold F. Zagunis - -------------------------------------------- Signature Name: Harold F. Zagunis Title: Chief Financial Officer and Secretary 9
No annual report, proxy statement, proxy materials or otherwise were sent to Certificateholders.
INDEX TO EXHIBITS
Item 15(C)
Description | ||
- ----------- -----------
| * Statement of Compliance of the Servicer pursuant to Section 7.04(a) of The Master Servicing
Agreement between RWT Holdings, Inc. | |
99.2* Report of Independent Accountant pursuant to Section 7.04(b) of the RWT/Morgan Servicing Agreement. | ||
99.3 | Statement of Compliance of the Servicer pursuant to Section 6.04 of The Mortgage Loan Flow
Purchase, Sale and Servicing Agreement, dated as of August 1, 2002, between RWT and
GreenPoint Mortgage Funding, Inc., as modified by the related Acknowledgements (the
| |
99.4 | Report of Independent Account pursuant to Section 6.05 of RWT/GreenPoint Servicing Agreement. |
- -------------- *The document is not due to be delivered until April 1, 2005. Such document will be filed with the Securities and Exchange Commission by amendment upon receipt by the Registrant. **The document is not due to be delivered until April 15, 2005. Such document will be filed with the Securities and Exchange Commission by amendment upon receipt by the Registrant. 10