-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LRsfqyE2q16wiPhgnNBmYZB7g5ZHogrliVjqcBCrY1CVfPPZGxtq7N8Mdsf2wkgR Gtm0oQajnt+AGQH/qzlCZA== 0000950149-05-000122.txt : 20050331 0000950149-05-000122.hdr.sgml : 20050331 20050330202615 ACCESSION NUMBER: 0000950149-05-000122 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050331 DATE AS OF CHANGE: 20050330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEQUOIA MORTGAGE FUNDING CORP CENTRAL INDEX KEY: 0001033146 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 911771827 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-22681 FILM NUMBER: 05716015 BUSINESS ADDRESS: STREET 1: 591 REDWOOD HWY STREET 2: STE 3120 CITY: MILL VALLEY STATE: CA ZIP: 94941 BUSINESS PHONE: 4153811765 MAIL ADDRESS: STREET 1: 591 REDWOOD HIGHWAY STREET 2: STE 3120 CITY: MILL VALLEY STATE: CA ZIP: 94941 10-K 1 f07423e10vk.txt FORM 10-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [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: 333-22681 SEQUOIA MORTGAGE FUNDING CORPORATION (AS DEPOSITOR OF SEQUOIA MORTGAGE FUNDING COMPANY 2002-A, THE ISSUER OF COLLATERALIZED MBS FUNDING BONDS UNDER AN INDENTURE DATED AS OF APRIL 1, 2002) SEQUOIA MORTGAGE FUNDING CORPORATION (Exact Name of registrant as specified in its charter) DELAWARE 91-1771827 (State or other jurisdiction of (I.R.S. employer identification no.) incorporation or organization) ONE BELVEDERE PLACE SUITE 320 MILL VALLEY, CA 94941 (Address of principal executive offices) (Zip code) (415) 381-1765 (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. 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 MORTGAGE FUNDING CORPORATION SEQUOIA MORTGAGE FUNDING COMPANY 2002-A, COLLATERALIZED MBS FUNDING BONDS INDEX
Page ---- PART I .................................................................. 3 ITEM 1 - BUSINESS.............................................. 3 ITEM 2 - PROPERTIES............................................ 3 ITEM 3 - LEGAL PROCEEDINGS..................................... 3 ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...................................... 3 PART II .................................................................. 3 ITEM 5 - MARKET FOR REGISTRANT'S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES........................ 3 ITEM 6 - SELECTED FINANCIAL DATA............................... 3 ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS............................................ 3 ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK......................................3 ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA........... 3 ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE................ 3 ITEM 9A - CONTROLS AND PROCEDURES............................... 3 ITEM 9B - OTHER INFORMATION..................................... 4 PART III .................................................................. 4 ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT........................................ 4 ITEM 11 - EXECUTIVE COMPENSATION................................ 4 ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT................................. 4 ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS........ 4 PART IV .................................................................. 4 ITEM 14 - PRINCIPAL ACCOUNTING FEES AND SERVICES................ 4 ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K................................... 4 SIGNATURES .................................................................. 5 CERTIFICATION ................................................................ 6 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.................................. 7 INDEX TO EXHIBITS ............................................................ 7
2 PART I ITEM 1 - BUSINESS Not Applicable. ITEM 2 - PROPERTIES Sequoia Mortgage Funding Corporation (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 Collateralized MBS Funding Bonds, the Sequoia Mortgage Funding Company 2002-A (the "Trust); the Servicing Agreements; the Indenture; the Trustee; the Depositor; or the Servicer 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 Bonds. The Bonds issued by the Trust are held by the Depository Trust Company ("DTC") which in turn maintains records of holders of beneficial interests in the Bonds. Based on information obtained by the Trust from DTC, as of December 31, 2004, there were four combined holders of the Class A-1 Bonds and the Class A-2 Bonds. 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. ITEM 9A - CONTROLS AND PROCEDURES Not Applicable. 3 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 a wholly-owned subsidiary of Redwood Trust, Inc., a Maryland corporation. The Trust is a Delaware statutory trust wholly-owned by the Depositor. ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS None. PART IV ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES Not Applicable. 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 Issuer pursuant to Section 3.10 of the Indenture.
(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 6, 2004 Trustee's Monthly Report for the September Distribution to Bondholders November 8, 2004 Trustee's Monthly Report for the October Distribution to Bondholders December 3, 2004 Trustee's Monthly Report for the November Distribution to Bondholders
4 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 CORPORATION, By: /s/ Harold F. Zagunis ----------------------------------------- Name: Harold F. Zagunis Title: Chief Financial Officer and Secretary Date: March 31, 2005. 5 CERTIFICATION I, Harold F. Zagunis, Chief Financial Officer and Secretary of Sequoia Mortgage Funding Corporation, 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 Bonds for periods included in the year covered by this annual report, of Sequoia Mortgage Funding Corporation; 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 indenture, 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 indenture, 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 indenture, that is included in these reports. Date: March 31, 2005 /s/ Harold F. Zagunis - ---------------------------------------- Signature Name: Harold F. Zagunis Title: Chief Financial Officer and Secretary 6 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 Bondholders. INDEX TO EXHIBITS Item 14(C)
Exhibit No. Description - ----------- ----------- 31.1 Sarbanes-Oxley Certification. 99.1 Statement of Compliance of the Issuer pursuant to Section 3.10 of the Indenture.
7 EX-31.1 2 f07423exv31w1.txt EXHIBIT 31.1 Exhibit 31.1 CERTIFICATION I, Harold F. Zagunis, Chief Financial Officer and Secretary of Sequoia Mortgage Funding Corporation, 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 Bonds for periods included in the year covered by this annual report, of Sequoia Mortgage Funding Corporation; 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 indenture, 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 indenture, 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 indenture, that is included in these reports. Date: March 31, 2005 /s/ Harold F. Zagunis - ---------------------------------------- Signature Name: Harold F. Zagunis Title: Chief Financial Officer and Secretary EX-99.1 3 f07423exv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 [REDWOOD TRUST, INC. LETTERHEAD] April 30, 2005 The Bank of New York 101 Barclay Street, 8 West New York, NY 10286 Attention: Trustee Sequoia 2002-A Collateralized MBS Funding Bonds RE: Sequoia Mortgage Funding Company 2002-A Collateralized MBS Funding Bonds; Indenture dated April 1, 2002, between Sequoia Mortgage Funding Company 2002-A and The Bank of New York (the "Indenture"); Annual Statement as to Compliance by the Issuer Ladies and Gentlemen: Pursuant to Section 3.10 of the Indenture with respect to the above-referenced offering and in compliance with the requirements of TIA Section 314(a)(4), the undersigned officer of Redwood Trust, Inc. (the "Manager"), as manager under the Management Agreement dated April 1, 2002 between Manager and Sequoia Mortgage Funding Company 2002-A, hereby certifies as to the following: 1. a review of the fulfillment by the Issuer of its obligations under the Indenture during the preceding fiscal year has been made under the direct supervision of the undersigned officer; and 2. to the best knowledge of the undersigned officer, based on such review, the Issuer has fulfilled all of its material obligations under the Indenture throughout the applicable period, and there has been no known default in the fulfillment of the Issuer's material obligations throughout such period. Very truly yours, SEQUOIA MORTGAGE FUNDING COMPANY 2002-A By: Redwood Trust, Inc., as Manager /s/ John Isbrandtsen ---------------------------------------- Name: John Isbrandtsen Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----