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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
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SEQUOIA MORTGAGE FUNDING CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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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)
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(415) 389-7373
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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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)
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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
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SEQUOIA MORTGAGE TRUST 1 BONDS
INDEX
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PAGE
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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
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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
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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:
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EXHIBIT NO. DESCRIPTION
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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.
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* 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
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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.
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:
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SIGNATURE POSITION DATE
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/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
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INDEX TO EXHIBITS
ITEM 14(C)
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EXHIBIT NO. DESCRIPTION
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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.....................................
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* 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.
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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
