FORM 10-K/A
For the fiscal year ended: December
[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: 333-115296-01
SEQUOIA RESIDENTIAL FUNDING, INC. (as Depositor under the Pooling and Servicing Agreement, dated April(AS DEPOSITOR UNDER THE POOLING AND SERVICING
AGREEMENT, DATED MAY 1, 2003, providing for the issuance of the Sequoia Mortgage Trust 2003-2, Mortgage Pass-Through Certificates)
2004, PROVIDING FOR THE ISSUANCE OF THE SEQUOIA MORTGAGE TRUST 2004-5, MORTGAGE PASS-THROUGH CERTIFICATES) SEQUOIA RESIDENTIAL FUNDING, INC.
DELAWARE 35-2170972
(State or other jurisdiction of (I.R.S. employer identification
incorporation or organization) 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 Securities registered pursuant
to Section 12(b) of the Act: 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. 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). Yeso [ ] 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 2003-2,2004-5, MORTGAGE PASS-THROUGH CERTIFICATES
INDEX
| 3 | ||||||||
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
2003-22004-5 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 twenty-seven (27)17 holders of the Class A-1
Certificates, seven (7)five (5) holders of the Class A-2 Certificates, two (2)five (5) holders
of the Class M-1A-3 Certificates, one (1) holder of the Class X-1 Certificates, one
(1) holder of the Class X-2 Certificates, one (1) holder of the Class X-B
Certificates, four (4) holders of the Class B-1 Certificates, four (4) holders
of the Class B-2 Certificates, and one (1) holder of the Class M-2B-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
—- CONTROLS AND PROCEDURES
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 | ||||||
| Deutsche Bank Trust Company Americas 648 Grassmere Park Road Nashville, TN 37211 | $ | 205,000,000 | 41.00 | % | ||||
| JP Morgan Chase Bank 14201 Dallas Parkway Dallas, TX 75254 | $ | 94,065,000 | 18.81 | % | ||||
| The Northern Trust Company 801 S. Canal C-IN, Suite 490 Chicago, IL 60607 | $ | 111,900,000 | 22.38 | % | ||||
Class
CLASS A-2
| Name and Address | Principal Amount Owned | Percentage of Outstanding Amount | ||||||
| Deutsche Bank Trust Company Americas 648 Grassmere Park Road Nashville, TN 37211 | $ | 75,000,000 | 24.70 | % | ||||
| Citibank, N.A. 3800 Citibank Center B3-15 Tampa, FL 33610 | $ | 40,000,000 | 13.18 | % | ||||
| Name and Address | Principal Amount Owned | Percentage of Outstanding Amount | ||||||
| JPMorgan Chase Bank 14201 Dallas Parkway Dallas, TX 75254 | $ | 17,500,000 | 5.76 | % | ||||
| Mellon Trust of New England 525 William Penn Place Pittsburg, PA 15259 | $ | 70,000,000 | 23.06 | % | ||||
| Merrill Lynch, Pierce, Fenner and Smith Safekeeping 4 Corporate Place Piscataway, NJ 08854 | $ | 68,600,000 | 22.59 | % | ||||
| Wells Fargo Bank, N. A. Issuer Services c/o ADP Proxy Services Edgewood, NY 11717 | $ | 17,500,000 | 5.76 | % | ||||
Class M-1
| Name and Address | Principal Amount Owned | Percentage of Outstanding Amount | ||||||
| Deutsche Bank Trust Company Americas 648 Grassmere Park Road Nashville, TN 37211 | $ | 9,480,000 | 82.58 | % | ||||
Investors Bank & Trust Company 200 Clarendon St., 9th floor Corporate Actions Unit/Top 57 Boston, MA 02116 | $ | 2,000,000 | 17.42 | % | ||||
Class M-2
| 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 | $ | 4,920,000 | 100.00 | % | ||||
CLASS X-1
CLASS X-2
CLASS X-B
CLASS B-1
CLASS B-2
CLASS B-3
5
—- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES
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
31.1 Sarbanes-Oxley Certification.
99.1** Statement of Compliance of the Servicer
pursuant to Section 7.04(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/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
"RWT/GreenPoint Servicing Agreement").
99.4 Report of Independent Account pursuant to
Section 6.05 of the RWT/GreenPoint Servicing
Agreement.
99.5 Statement of Compliance of the Servicer
pursuant to Section 7.04 of The Mortgage Loan
Flow Purchase, Sale & Servicing Agreement
among RWT, Cendant Mortgage Corporation
("Cendant") and Bishop's Gate Residential
Mortgage Trust (formerly known as Cendant
Residential Mortgage Trust), as Sellers, and
Cendant, as Servicer, dated August 1, 2002, as
modified by the related Acknowledgements (the
"RWT/Cendant Servicing Agreement").
99.6 Report of Independent Accountant pursuant to
Section 7.05 of the RWT/Cendant Servicing
Agreement.
6
(a)The following documents are filed as part of this report:
5
| ITEMS REPORTED/FINANCIAL STATEMENTS FILED | ||
|
- --------------------------- -----------------------------------------
| ||
| May 27, 2004 Report filing Computational Materials | ||
| June 11, 2004 Report filing the Pooling and Servicing Agreement and the Tax Opinion | ||
| July 7, |
6
| August | ||
| September | ||
| October | ||
| November | ||
| December |
- -------------- * The document is not due to be delivered until March 31, 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 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. **** The document is not due to be delivered until May 31, 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: 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/A,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, Bank of America, N.A.,
as Servicer, GMAC Mortgage Corporation, as Servicer, and Countrywide Home Loans,
Inc., as Servicer.
Date: 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)
Exhibit No. Description 31.1 Sarbanes-Oxley Certification. 99.1** Statement of Compliance of the Servicer pursuant to Section 7.04(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/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 "RWT/GreenPoint Servicing Agreement"). 99.4 Report of Independent Account pursuant to Section 6.05 of RWT/GreenPoint Servicing Agreement. 99.5 Statement of Compliance of the Servicer pursuant to Section 7.04 of The Mortgage Loan Flow Purchase, Sale & Servicing Agreement among RWT, Cendant Mortgage Corporation ("Cendant") and Bishop's Gate Residential Mortgage Trust (formerly known as Cendant Residential Mortgage Trust), as Sellers, and Cendant, as Servicer, dated August 1, 2002, as modified by the related Acknowledgements (the "RWT/Cendant Servicing Agreement"). 99.6 Report of Independent Accountant pursuant to Section 7.05 of the RWT/Cendant Servicing Agreement. 99.7*** Statement of Compliance of the Servicer pursuant to Section 11.20 of 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. 99.9* Statement of Compliance of the Servicer pursuant to Section 6.04 of the Loan Servicing Agreement, dated as of February 1, 2004, between RWT and GMAC Mortgage Corporation, as modified by the related Acknowledgements (the "RWT/GMAC Servicing Agreement"). 10