================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION
FORM 10-K
For the fiscal year ended: December10-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, 20022004 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: 333-90772
COMMISSION FILE NUMBER: 333-103634-01
SEQUOIA RESIDENTIAL FUNDING, INC. (as Depositor under the Pooling and Servicing Agreement, dated July(AS DEPOSITOR UNDER THE POOLING AND SERVICING
AGREEMENT, DATED JANUARY 1, 2002, providing for the issuance of the Sequoia Mortgage Trust 8, Mortgage Pass-Through Certificates)
2004, PROVIDING FOR THE ISSUANCE OF THE SEQUOIA MORTGAGE TRUST 2004-1, MORTGAGE PASS-THROUGH CERTIFICATES) SEQUOIA RESIDENTIAL FUNDING, INC.
DELAWARE 35-2170972
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
ONE BELVEDERE PLACE
SUITE 330
MILL VALLEY, CA 94941
(Address of principal executive offices) (Zip code)
(415) 381-1765(Registrant’s389-7373
(Registrant's telephone number, including area code)
Securities registered pursuant to Securities registered pursuant to
Section 12(b) of the Act: 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’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.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's most recently completed second fiscal quarter:
Not Applicable
NOT APPLICABLE Documents incorporated by reference:
Not Applicable
SEQUOIA RESIDENTIAL FUNDING, INC.SEQUOIA MORTGAGE TRUST 8, MORTGAGE PASS-THROUGH CERTIFICATES
INDEX
| .......................................................................... 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 | |||||
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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 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
82004-1 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, 2002,2004, there were threefifteen (15) holders of the Class 1A-1A
Certificates, tenthree (3) holders of the Class 1A-2X-1 Certificates, twelveone (1) holder of
the X-2 Certificates, one (1) holder of the X-B Certificates, two (2) holders of
the Class 2AB-1 Certificates, two (2) holders of the B-2 Certificates, and one (1)
holder of the Class 3A Certificate, one holder of the Class X-1 Certificate, one holder of the Class X-2A Certificate, one holder of the Class X-2B Certificate, one holder of the Class X-B Certificate, one holder of the Class B-1 Certificate, one holder of the Class B-2 Certificate, and one holder of the Class B-3 Certificate.
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.
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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 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 | ||||||
| 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 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 | % | |||||
5
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 | % | |||||
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 | % | |||||
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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ITEM 13 —- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
PART IV
ITEM 14 CONTROLS AND PROCEDURES
Not Applicable.
ITEM 15- PRINCIPAL ACCOUNTANT FEES AND SERVICES
Not Applicable.
PART IV
ITEM 16 —15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
7
(a) The following documents are filed as part of this report:
1. Financial Statements:
Not applicable.
2. Financial Statement Schedules:
Not applicable.
5
8,
2004 Trustee's Monthly Report for the
February Distribution to
6
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.
9
SEQUOIA RESIDENTIAL FUNDING, INC.
By: /s/ Harold F. Zagunis
------------------------------
Name: Harold F. Zagunis
Title: Chief Financial Officer and
Secretary
Date: 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, GreenPoint Mortgage Funding, Inc.,
as Servicer, and Cendant Mortgage Corporation, as Servicer and Bank of America,
N.A., as Servicer.
Date: March 31, 2003
10
2005
/s/ Harold F. Zagunis
- -------------------------------
Signature
Name: Harold F. Zagunis
Title: Chief Financial Officer and Secretary
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No annual report, proxy statement, proxy materials or otherwise were sent to Certificateholders.
INDEX TO EXHIBITS
Item 14(C)
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