-----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, U/JebyrQHPr3Zi0HXyVaOmI7C7gyc/U37ukXaT1JwqwRozK5G4lhvVW+b5YLctFv cCHK0jIWh46Np9lWeP78gg== 0000950149-98-000514.txt : 19980330 0000950149-98-000514.hdr.sgml : 19980330 ACCESSION NUMBER: 0000950149-98-000514 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980327 SROS: NONE 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: SEC FILE NUMBER: 333-22681 FILM NUMBER: 98574952 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 FORM 10-K FOR THE PERIOD ENDED 12/31/97 1 ================================================================================ 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, 1997 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: 333-22681-1 SEQUOIA MORTGAGE FUNDING CORPORATION (AS SPONSOR OF THE SEQUOIA MORTGAGE TRUST 1, THE ISSUER OF COLLATERALIZED MORTGAGE BONDS UNDER AN INDENTURE DATED AS OF JUNE 1, 1997) ------------------------ 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) 591 REDWOOD HIGHWAY, SUITE 3100 94941 MILL VALLEY, CALIFORNIA (ZIP CODE) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(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] 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 specified date within 60 days prior to the date of filing: Not Applicable DOCUMENTS INCORPORATED BY REFERENCE: Not Applicable ================================================================================ 2 SEQUOIA MORTGAGE TRUST 1 BONDS INDEX
PAGE ---- PART I ITEM 1. BUSINESS.................................................... 1 ITEM 2. PROPERTIES.................................................. 1 ITEM 3. LEGAL PROCEEDINGS........................................... 1 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS......... 1 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS..................................................... 1 ITEM 6. SELECTED FINANCIAL DATA..................................... 1 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS................................... 1 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA................. 1 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.................................... 1 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.......... 2 ITEM 11. EXECUTIVE COMPENSATION...................................... 2 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.................................................. 2 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.............. 2 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K......................................................... 2 SIGNATURES............................................................ 3 INDEX TO EXHIBITS..................................................... 4
i 3 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 14. ITEM 3. LEGAL PROCEEDINGS The Depositor is not aware of any material pending legal proceedings involving either the bonds issued by Sequoia Mortgage Trust 1 ("Trust 1"), established pursuant to the Deposit Trust Agreement, as amended, dated July 17, 1997, between the Depositor and Wilmington Trust Company, as owner trustee (the "Owner Trustee"); the Master Servicing Agreement, dated June 1, 1997, among First Union National Bank, as bond trustee (the "Bond Trustee"), Redwood Trust, Inc., as Manager, Trust 1, as issuer (the "Issuer"), and Norwest Bank Minnesota, N.A., as master servicer (the "Master Servicer"); the Depositor; the Owner Trustee; the Bond Trustee; the Manager; the Issuer or the Master Servicer. 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 Trust 1 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 Bonds issued under Trust 1. All of the Bonds issued by Trust 1 are held by the Depository Trust Company ("DTC") which in turn maintains records of holders of beneficial interests in such Bonds. Based on information obtained by the Trusts from DTC, as of December 31, 1997, there were fewer than 300 holders of the Bonds issued by Trust 1. ITEM 6. SELECTED FINANCIAL DATA Not Applicable. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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. 1 4 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 wholly-owned subsidiary of Redwood Trust, Inc., a Maryland corporation. Sequoia Mortgage Trust 1 is a Delaware statutory business trust wholly-owned by the Depositor. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS None. PART IV ITEM 14. 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 Master Servicer of Trust 1. 99.2* Annual Report of Independent Accountant with respect to the Master Servicer's overall servicing operations with respect to Trust 99.3 Statement of Compliance of the Issuer under the Indenture with respect to Trust 1.
- --------------- * The document is not due to be delivered until 120 days after the year ended December 31, 1997. Such document will be filed with the Securities and Exchange Commission by amendment upon receipt by the registrant. 2 5 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: SEQUOIA MORTGAGE FUNDING CORPORATION As Depositor By: /s/ GEORGE E. BULL III --------------------------------------- George E. Bull III Chairman of the Board and Chief Executive Officer Date: March 26, 1998. Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Depositor and in the capacities and on the dates indicated: indicated:
SIGNATURE POSITION DATE --------- -------- ---- /s/ GEORGE E. BULL III Chairman of the Board, March 26, 1998 - -------------------------------------------------------- Director George E. Bull III (Principal Executive Officer /s/ DOUGLAS B. HANSEN President, Director March 26, 1998 - -------------------------------------------------------- Douglas B. Hansen /s/ FREDERICK H. BORDEN Secretary, Director March 26, 1998 - -------------------------------------------------------- Frederick H. Borden /s/ VICKIE L. RATH Treasurer, Assistant March 26, 1998 - -------------------------------------------------------- Secretary Vickie L. Rath (Principal Accounting Officer) (Principal Financial Officer) Director March , 1998 - -------------------------------------------------------- John Connolly IV Director March , 1998 - -------------------------------------------------------- Craig Severance
3 6 INDEX TO EXHIBITS ITEM 14(C)
EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1* Statement of Compliance of the Master Servicer of Trust 1... 99.2* Annual Report of Independent Accountant with respect to the Master Servicer's overall servicing operations with respect to Trust 1.................................................. 99.3 Statement of Compliance of the Issuer under the Indenture with respect to Trust 1.....................................
- --------------- * The document is not due to be delivered until 120 days after the year ended December 31, 1997. Such document will be filed with the Securities and Exchange Commission by amendment upon receipt by the registrant. 4 EX-99.3 2 ANNUAL COMPLIANCE CERTIFICATE 1 EXHIBIT 99.3 [SEQUOIA MORTGAGE TRUST 1 LETTERHEAD] March 26, 1998 First Union National Bank 230 South Tryon Street, 9th Floor Charlotte, NC 28288 Attn: Pablo DeLaCanal MBIA Insurance Corporation 113 King Street Armonk, NY 10504 Attn: Insured Portfolio Management (IPM-SF) (Sequoia Mortgage Trust 1/Collateralized Mortgage Bonds, Class A-1 and Class A-2) RE: Sequoia Mortgage Trust 1; Annual Compliance Certificate Ladies and Gentlemen: Pursuant to Section 3.10 of the Indenture with respect to Sequoia Mortgage Trust 1 (the "Issuer"), the undersigned officer of Sequoia Mortgage Funding Corporation on behalf of the Issuer certifies that: 1. a review of the fulfillment of the Issuer of its obligations under the Indenture during the year ended December 31, 1997, has been made under the undersigned's supervision; and 2. To the best of the undersigned's knowledge following reasonable inquiry, the Issuer has fulfilled all of its obligations under the Indenture throughout such year, and no known Default has occurred. Very truly yours SEQUOIA MORTGAGE TRUST 1 By: SEQUOIA MORTGAGE FUNDING CORPORATION as Depositor By: /s/ Vickie L. Rath Vickie L. Rath Treasurer and Assistant Secretary -----END PRIVACY-ENHANCED MESSAGE-----