10-K/A 1 f99746de10vkza.htm FORM 10-K/A e10vkza
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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, 2003 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

SEQUOIA RESIDENTIAL FUNDING, INC. (as Depositor under the Pooling and Servicing Agreement, dated October 1, 2003, providing for the issuance of the Sequoia Mortgage Trust 2003-6, 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 incorporation or organization)   (I.R.S. employer 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 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’s most recently completed second fiscal quarter:

Not Applicable

Documents incorporated by reference:

Not Applicable

 

SEQUOIA RESIDENTIAL FUNDING, INC.
SEQUOIA MORTGAGE TRUST 2003-6, MORTGAGE PASS-THROUGH CERTIFICATES

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 EXHIBIT 99.4
 EXHIBIT 99.5

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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 2003-6 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 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, 2003, there were twenty-one (21) holders of the Class A-1 Certificates, six (6) holders of the Class A-2 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, three (3) holders of the Class B-1 Certificates, one (1) holder 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 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 A-1

                 
Name and Address
   Principal Amount Owned
   Percentage of Outstanding Amount
The Bank of New York
One Wall Street
New York, NY 10286
  $ 150,570,000       32.86 %
Mellon Trust of New England, National
Association
525 William Penn Place
Suite 3418
Pittsburgh, PA 15259
  $ 92,588,000       20.21 %
JP Morgan Chase Bank
14201 Dallas Parkway
Dallas, TX 75254
  $ 78,000,000       17.02 %
The Northern Trust Company
801 S. Canal C-IN
Chicago, IL 60607
  $ 55,660,000       12.15 %
Deutsche Bank Trust Company
Americas
648 Grassmere Park Road
Nashville, TN 37211
  $ 53,500,000       11.68 %

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Class A-2

                 
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
  $ 88,180,000       48.86 %
DBTC Americas/Deutsche Bank
Frankfurt
14 Wall Street, 5th Floor
Broker/Dealer Clearance
New York, NY 10005
  $ 30,000,000       16.62 %
Deutsche Bank Trust Company
Americas
648 Grassmere Park Road
Nashville, TN 37211
  $ 25,000,000       13.85 %
The Bank of New York
One Wall Street
New York, NY 10286
  $ 18,905,000       10.48 %
JP Morgan Chase Bank
14201 Dallas Parkway
Dallas, TX 75254
  $ 13,569,000       7.52 %

Class X-1

                 
Name and Address
   Principal Amount Owned
   Percentage of Outstanding Amount
Wachovia Bank, N.A. – Phila. Main
530 Walnut Street
Philadelphia, PA 19101
  $ 638,712,000       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
  $ 638,712,000       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
  $ 11,287,000       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
No. Quincy, MA 02171
  $ 5,650,000       50.06 %
Deutsche Bank Trust Company
Americas
648 Grassmere Park Road
Nashville, TN 37211
  $ 2,818,500       24.97 %
Fleet National Bank
159 East Main Street
Rochester, NY 14638
  $ 2,818,500       24.97 %

Class B-2

                 
Name and Address
   Principal Amount Owned
   Percentage of Outstanding Amount
JPMorgan Chase Bank/Greenwich
Capital
4 New York Plaza, 21st Floor
New York, NY 10004
  $ 5,643,000       100.00 %

Class B-3

                 
Name and Address
   Principal Amount Owned
   Percentage of Outstanding Amount
JPMorgan Chase Bank/Greenwich
Capital
4 New York Plaza, 21st Floor
New York, NY 10004
  $ 3,320,000       100.00 %

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     None.

ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES

     Not Applicable.

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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
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.
 
    
99.7*
  Statement of Compliance of the Servicer pursuant to Section 11.20 of the 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.

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(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 FILED
 
    
October 15, 2003
  Report filing Computational Materials
 
    
October 16, 2003
  Report filing Computational Materials
 
    
November 13, 2003
  Report filing the Pooling and Servicing Agreement and the Tax Opinion
 
    
December 10, 2003
  Trustee’s Monthly Report for the November Distribution to Certificateholders

*Previously filed by the Registrant with the SEC on Form 10-K/A dated March 30, 2004.

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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.
         
  SEQUOIA MORTGAGE FUNDING, INC.
 		  
  By:         /s/ Harold F. Zagunis    
  Name:   Harold F. Zagunis   
  Title:   Chief Financial Officer, Treasurer and Secretary   
 

Date: June 16, 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/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, as Servicer.

Date: June 16, 2004

/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 EXHIBITS
Item 15(C)

     
Exhibit No.
   Description
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 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.

*Previously filed by the Registrant with the SEC on Form 10-K/A dated March 30, 2004.

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