================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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, 2004 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: 333-103634-01333-112334-01
SEQUOIA RESIDENTIAL FUNDING, INC. (AS DEPOSITOR UNDER THE POOLING AND SERVICING
AGREEMENT, DATED JANUARYMARCH 1, 2004, PROVIDING FOR THE ISSUANCE OF THE SEQUOIA
MORTGAGE TRUST 2004-1,2004-3, MORTGAGE PASS-THROUGH CERTIFICATES)
SEQUOIA RESIDENTIAL FUNDING, INC.
(Exact Name of registrant as specified in its charter)
DELAWARE 35-2170972
(State or other jurisdiction of (I.R.S. employer
identification no.)of 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 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. 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's most recently completed
second fiscal quarter:
NOT APPLICABLE
Documents incorporated by reference:
NOT APPLICABLE
SEQUOIA RESIDENTIAL FUNDING, INC.
SEQUOIA MORTGAGE TRUST 2004-1,2004-3, MORTGAGE PASS-THROUGH CERTIFICATES
INDEX
Page
----
PART I ..................................................................................................................................................... 3
ITEM 1 - BUSINESS.....................................................BUSINESS....................................................... 3
ITEM 2 - PROPERTIES...................................................PROPERTIES..................................................... 3
ITEM 3 - LEGAL PROCEEDINGS............................................PROCEEDINGS.............................................. 3
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS..........HOLDERS............................................... 3
PART II ..................................................................................................................................................... 3
ITEM 5 - MARKET FOR REGISTRANT'S COMMON STOCK, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES............SECURITIES.............. 3
ITEM 6 - SELECTED FINANCIAL DATA......................................DATA........................................ 3
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS................OPERATIONS.................. 3
ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK...RISK..... 3
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA..................DATA.................... 3
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE.......................DISCLOSURE......................... 3
ITEM 9A - CONTROLS AND PROCEDURES......................................PROCEDURES........................................ 4
ITEM 9B - OTHER INFORMATION............................................INFORMATION.............................................. 4
PART III ..................................................................................................................................................... 4
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF
THE REGISTRANT...............................................REGISTRANT................................................. 4
ITEM 11 - EXECUTIVE COMPENSATION.......................................COMPENSATION......................................... 4
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT........................................MANAGEMENT.......................................... 4
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...............TRANSACTIONS................. 5
ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES.......................SERVICES......................... 5
PART IV ..................................................................................................................................................... 5
ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K..........................................8-K............................................ 5
SIGNATURES ..................................................................................................................................................... 8
CERTIFICATION..........................................................................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......................................................ACT....................................................... 10
INDEX TO EXHIBITS......................................................................EXHIBITS....................................................................... 10
2
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 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
2004-12004-3 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, 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") 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, 2004, there were fifteen (15)twenty-five (25) holders of the Class A
Certificates, three (3) holders of the Class X-1M-1 Certificates, one (1) holder of
the X-2 Certificates, one (1) holder of the X-B Certificates, two (2)three (3) holders
of the B-1 Certificates, two (2) holders of the B-2Class M-2 Certificates, and one (1) holder of the B-3Class M-B 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.
3
ITEM 9A - 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 identification 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 A
Identification Principal Amount Owned Percentage of Outstanding Amount
- -------------- ---------------------- --------------------------------
CLASS A
BANK OF NY $ 71,330,000 11.86%
CITIBANK $ 133,915,000 22.27%
JPMCBNA425,000,000 47.50%
BONY/SO GE $ 140,760,000 23.41%
SSB&T CO45,000,000 5.03%
BROWN BROS $ 99,705,000 16.58%
CLASS X-1
Identification Principal Amount Owned Percentage of Outstanding Amount
BANK OF NY50,400,000 56.33%
ML SFKPG $ 116,270,000 19.34%
MELLON TR $ 21,540,000 3.58%
SSB&T CO $ 463,440,000 77.08%
CLASS X-2
Identification Principal Amount Owned Percentage of Outstanding Amount
CITIBANK $ 601,250,000 100.00%79,135,000 8.85%
4
CLASS M-1
Identification Principal Amount Owned Percentage of Outstanding Amount
- -------------- ---------------------- --------------------------------
CLASS X-B
CITIBANKINVESTRS BK $ 15,312,000 100.00%
CLASS B-12,000,000 14.49%
JPMCBNA $ 2,000,000 14.49%
ML SFKPG $ 9,800,000 71.01%
4
CLASS M-2
Identification Principal Amount Owned Percentage of Outstanding Amount
SSB&T- -------------- ---------------------- --------------------------------
COMERICA $ 3,575,000 38.13%2,000,000 21.74%
JPMCBNA $ 5,200,000 56.52%
WELLS BKNA $ 5,800,000 61.87%
CLASS B-22,000,000 21.74%
CLASS M-B
Identification Principal Amount Owned Percentage of Outstanding Amount
BANK OF NY $ 2,937,000 49.47%
COMERICA $ 3,000,000 50.53%
CLASS B-3
Identification Principal Amount Owned Percentage of Outstanding Amount- -------------- ---------------------- --------------------------------
WELLS BKNA $ 3,437,0002,300,000 100.00%
ITEM 13 - 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.
5
3. Exhibits:
Exhibit No. Description
31.1 Sarbanes-Oxley Certification.
99.1*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*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,
5
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.
99.7**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**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 5.04 of the Mortgage
Loan Purchase and Servicing Agreement,
dated as of April 1, 1998, between RWT
and Countrywide Home Loans, Inc., as
amended by the Amendment Number One to
such agreement, dated February 27, 2004,
as modified by the related
Acknowledgements (the "RWT/Countrywide
Servicing Agreement").
99.10 Report of Independent Accountant pursuant
to Section 5.05 of the RWT/Countrywide
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 8-K ITEMS REPORTED/FINANCIAL STATEMENTS
ON FORM 8-K FILED
January 15, 2004 Report filing Collateral Term
Sheet
January 28,March 30, 2004 Report filing Computational Materials February 11,and
Collateral Term Sheet
April 13, 2004 Report filing the Pooling and Servicing
Agreement and the Tax Opinion
March 8, 2004 Trustee's Monthly Report for the
February Distribution to
6
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
6
August 2, 2004 Trustee's Monthly Report for the July
Distribution to Certificateholders
September 3, 2004 Trustee's Monthly Report for the August
Distribution to Certificateholders
October 6, 2004 Trustee's Monthly Report for the
September Distribution to
Certificateholders
November 5, 2004 Trustee's Monthly Report for the October
Distribution to Certificateholders
December 3, 2004 Trustee's Monthly Report for the November
Distribution to Certificateholders
January 5, 2005 Trustee's Monthly Report for the December
Distribution to Certificateholders
- -----------------
*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
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 RESIDENTIAL FUNDING, INC.
By: /s/ Harold F. Zagunis
-----------------------------------------------------------
Name: Harold F. Zagunis
Title: Chief Financial Officer and
Secretary
Date: MarchMay 31, 2005.
8
CERTIFICATION
I, Harold F. Zagunis, Chief Financial Officer 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, Cendant Mortgage Corporation, as Servicer, and Bank of America, N.A.,
as Servicer, and Countrywide Home Loans, Inc., as Servicer.
Date: MarchMay 31, 2005
/s/ Harold F. Zagunis
- -----------------------------------------------------
Signature
Name: Harold F. Zagunis
Title: Chief Financial Officer and Secretary
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.
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*
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 5.04 of the Mortgage Loan Purchase and Servicing
Agreement, dated as of April 1, 1998, between RWT and
Countrywide Home Loans, Inc., as amended by the Amendment
Number One to such agreement, dated February 27, 2004, as
modified by the related Acknowledgements (the
"RWT/Countrywide Servicing Agreement").
99.2* Report of Independent Accountant pursuant to Section 7.04(b) of
the RWT/Morgan
10
99.10 Report of Independent Accountant pursuant to Section 5.05
of the RWT/Countrywide 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.
- -----------------
*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
11