UNITED STATES SECURITIES AND EXCHANGE COMMISSION
FORM 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: 333-90772333-100520
SEQUOIA RESIDENTIAL FUNDING, INC. (as Depositor under the TrustPooling and Servicing Agreement, dated SeptemberDecember 1, 2002, providing for the issuance of the Sequoia Mortgage Trust 10,12, 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 | ||||
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. 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. [X]
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes [ ] No [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 12, MORTGAGE PASS-THROUGH CERTIFICATES
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SEQUOIA RESIDENTIAL FUNDING, INC.SEQUOIA MORTGAGE TRUST 10, MORTGAGE PASS-THROUGH CERTIFICATES
INDEX
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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 | 10 | |||||||||
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EXHIBIT 99.1 | ||||||||||
EXHIBIT 99.2 | ||||||||||
EXHIBIT 99.3 |
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PART I
PART IITEM 1 - BUSINESS
Not Applicable.
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 1012 Trust (the “Trust); the TrustPooling and Servicing Agreement; the Trustee; the Depositor; the Seller; the Master Servicer or the ServicerServicers 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 fourteeneighteen (18) holders of the Class 1AA Certificates, ten holders of the Class 2A-1 Certificates, one (1) holder of the Class 2A-2 Certificate,X-1 Certificates, one holder of the Class X-1A Certificate, one holder of the X-1B Certificate, one(1) holder of the Class X-2 Certificate,Certificates, one (1) holder of the Class X-B Certificate, three holders of the Class B-1 Certificates, one (1) holder of the Class B-2 Certificate, and threeCertificates, one (1) holders of the Class B-3 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
Name and Address | Principal Amount Owned | Percentage of Outstanding Amount | ||||||
Deutsche Bank Trust Company Americas 648 Grassmere Park Road 8th Floor Nashville, TN 37211 | $ | 431,750,000 | 52.50 | % | ||||
JP Morgan Chase Bank 14201 Dallas Parkway Dallas, TX 75254 | $ | 243,110,000 | 29.56 | % | ||||
CitiBank, N.A. 3800 Citibank Center, B3-15 Tampa, FL 33610 | $ | 50,710,000 | 6.17 | % |
Name and Address | Principal Amount Owned | Percentage of Outstanding Amount | ||||||
Bank Trust Company Americas | $ | 191,006,000 | 17.68 | % | ||||
648 Grassmere Park Road Nashville, TN 37211 | ||||||||
JP Morgan Chase Bank | $ | 232,920,000 | 21.56 | % | ||||
14201 Dallas Parkway Dallas, TX 75254 | ||||||||
The Bank of New York | $ | 203,755,000 | 18.86 | % | ||||
One Wall Street New York, NY 10286 | ||||||||
The Bank of New York/Wachovia Bank N.A. | $ | 147,590,000 | 13.66 | % | ||||
One Wall Street New York, NY 10286 | ||||||||
Citibank | $ | 227,000,000 | 21.02 | % | ||||
3800 Citibank Center B3-15 Tampa, FL 33610 |
Class 2A-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 | $ | 30,700,000 | 16.16 | % | ||||
CitiBank, N.A. 3800 Citibank Center, B3-15 Tampa, FL 33610 | $ | 19,700,000 | 10.39 | % | ||||
State Street Bank and Trust Company 1776 Heritage Drive Global Corporate Action Unit JAB 5NW No. Quincy, MA 02171 | $ | 118,600,000 | 62.42 | % |
Name and Address | Principal Amount Owned | Percentage of Outstanding Amount | ||||||
Wells Fargo Bank N.A. Issuer Services | $ | 249,714,339 | 100.00 | % | ||||
c/o ADP Proxy Services Edgewood, NY 11717 |
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Class 2A-2
Name and Address | Principal Amount Owned | Percentage of Outstanding Amount | ||||||
State Street Bank and Trust Company 1776 Heritage Drive No. Quincy, MA 02171 | $ | 3,500,000 | 100.00 | % |
Class X-1A
Name and Address | Principal Amount Owned | Percentage of Outstanding Amount | ||||||
DBTC Americas/Dealer Clearance 16 Wall Street New York, NY 10005 | $ | 392,959,800 | 100.00 | % |
Class X-1B
Name and Address | Principal Amount Owned | Percentage of Outstanding Amount | ||||||
DBTC Americas/Dealer Clearance 16 Wall Street New York, NY 10005 | $ | 429,415,200 | 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 | $ | 193,500,000 | 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 | $ | 25,725,000 | 100.00 | % |
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Class B-1
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 | $ | 4,600,000 | 36.51 | % | ||||
American Express Trust Company 929 AXP Financial Center Minneapolis, MN 55474 | $ | 3,000,000 | 23.81 | % | ||||
UMB Bank, National Association 928 Grand Boulevard Kansas City, MO 64106 | $ | 5,000,000 | 39.68 | % |
Class B-2
Name and Address | Principal Amount Owned | Percentage of Outstanding Amount | ||||||
JP Morgan Chase Bank 14201 Dallas Parkway Dallas, TX 75254 | $ | 8,400,000 | 100.00 | % |
Class B-3
Name and Address | Principal Amount Owned | Percentage of Outstanding Amount | ||||||
Credit Suisse First Boston LLC c/o ADP Proxy Services | $ | 2,000,000 | 42.33 | % | ||||
JPMorgan Chase Bank 14201 Dallas Parkway Dallas, TX 75254 | $ | 1,700,000 | 35.98 | % | ||||
LaSalle Bank National Association 135 South LaSalle Street Chicago, IL 60603 | $ | 1,025,000 | 21.69 | % |
None.
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Class X-2
Name and Address | Principal Amount Owned | Percentage of Outstanding Amount | ||||||
Wells Fargo Bank N.A. | $ | 847,176,660 | 100.00 | % | ||||
Issuer Services | ||||||||
c/o ADP Proxy Services Edgewood, NY 11717 |
Class B-1
Name and Address | Principal Amount Owned | Percentage of Outstanding Amount | ||||||
JP Morgan Chase Bank | $ | 16,815,000 | 100.00 | % |
Class B-2
Name and Address | Principal Amount Owned | Percentage of Outstanding Amount | ||||||
Wells Fargo Bank N.A. | $ | 8,968,000 | 100.00 | % | ||||
Issuer Services | ||||||||
c/o ADP Proxy Services Edgewood, NY 11717 |
Class B-3
Name and Address | Principal Amount Owned | Percentage of Outstanding Amount | ||||||
Wells Fargo Bank N.A. | $ | 6,165,000 | 100.00 | % | ||||
Issuer Services | ||||||||
c/o ADP Proxy Services Edgewood, NY 11717 |
PART IVITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES
Not Applicable.
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Not Applicable.PART IV
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: |
Exhibit No. | ||||
Description | ||||
Statement of Compliance of the Servicer pursuant to Section | ||||
Report of Independent Accountant pursuant to Section | ||||
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 “RWT/GreenPoint Servicing Agreement”). | |||
99.4* | Report of Independent Account pursuant to Section 6.05 of the RWT/GreenPoint Servicing Agreement. |
(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 the Pooling and Servicing Agreement and the Tax Opinion | |||
February 3, 2003 | Trustee’s Monthly Report for the January Distribution to Certificateholders | ||
March 12, 2003 | Trustee’s Monthly Report for the February Distribution to Certificateholders | ||
April 14, 2003 | Trustee’s Monthly Report for the March Distribution to Certificateholders | ||
May 7, 2003 | Trustee’s Monthly Report for the April Distribution to Certificateholders | ||
June 11, 2003 | Trustee’s Monthly Report for the May Distribution to |
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DATE OF REPORTS ON FORM 8-K | ITEMS REPORTED/FINANCIAL STATEMENTS FILED | |
Certificateholders | ||
July 7, 2003 | Trustee’s Monthly Report for the June Distribution to Certificateholders | |
August 15, 2003 | Trustee’s Monthly Report for the July Distribution to Certificateholders | |
September 12, 2003 | Trustee’s Monthly Report for the August Distribution to Certificateholders | |
October 8, 2003 | Trustee’s Monthly Report for the September Distribution to Certificateholders | |
November 7, 2003 | Trustee’s Monthly Report for the October Distribution to Certificateholders | |
December | Trustee’s Monthly Report for the November Distribution to Certificateholders |
*The document is not due to be delivered until March 31, |
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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.
By: | /s/ Harold F. Zagunis | ||||
Title: | |||||
Chief Financial Officer, Treasurer and Secretary | |||||
Date: March 31, 2003.30, 2004.
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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, 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 trustpooling 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 trustpooling 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 trustpooling 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: CendantMorgan Stanley Dean Witter Credit Corporation, as Servicer, and GreenPoint Mortgage Corporation,Funding, Inc., as Servicer.
Date: March 31, 2003
/s/ Harold F. Zagunis
/s/ Harold F. Zagunis |
Signature |
Name: Harold F. Zagunis |
Title: Chief Financial Officer, Treasurer and Secretary |
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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 EXHIBITS14(C) Exhibit No. Description Description 99.1*99.1 Statement of Compliance of the Servicer pursuant to Section 7.047.04(a) of The Master Servicing Agreement between RWT Holdings, Inc. (“RWT”) and Morgan Stanley Dean Witter Credit Corporation, dated August 1, 2002, as modified by the related Acknowledgements (the “RWT/ Morgan Servicing Agreement”).99.2 Report of Independent Accountant pursuant to Section 7.04(b) of the RWT/ CendantMorgan Servicing Agreement. 99.2**99.3Statement 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 “RWT/GreenPoint Servicing Agreement”). 99.4* Report of Independent AccountantAccount pursuant to Section 7.056.05 of the RWT/CendantGreenPoint Servicing Agreement.
*The document is not due to be delivered until March 31, |
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