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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

þ   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2002 OR

o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934

For the transition period from __________ to _________.

Commission File Number: 333-90772

SEQUOIA RESIDENTIAL FUNDING, INC. (as Depositor under the Pooling and Servicing Agreement, dated July 1, 2002, providing for the issuance of the Sequoia Mortgage Trust 8, Mortgage Pass-Through Certificates)

SEQUOIA RESIDENTIAL FUNDING, INC.

(Exact Name of registrant as specified in its charter)
     
Delaware
(State or other jurisdiction of incorporation or organization)
  35-2170972
(I.R.S. employer identification no.)
     
591 Redwood Highway
Suite 3160
Mill Valley, CA

(Address of principal executive offices)
   
 
94941
(Zip code)

(415) 381-1765
(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
(Title of class)
  None
(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 þ No o

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. þ

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes o No þ

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

 


TABLE OF CONTENTS

PART I
ITEM 1 — BUSINESS
ITEM 2 — PROPERTIES
ITEM 3 — LEGAL PROCEEDINGS
ITEM 4 — SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
PART II
ITEM 5 — MARKET FOR REGISTRANT’S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
ITEM 6 — SELECTED FINANCIAL DATA
ITEM 7 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 7A — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 8 — FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION
ITEM 9 — CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
PART III
ITEM 10 — DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
ITEM 11 — EXECUTIVE COMPENSATION
ITEM 12 — SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
ITEM 13 — CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
PART IV
ITEM 14 CONTROLS AND PROCEDURES
ITEM 15 PRINCIPAL ACCOUNTANT FEES AND SERVICES
ITEM 16 — EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
SIGNATURES
CERTIFICATION
INDEX TO EXHIBITS


Table of Contents

SEQUOIA RESIDENTIAL FUNDING, INC.
SEQUOIA MORTGAGE TRUST 8, MORTGAGE PASS-THROUGH CERTIFICATES

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 AND RELATED STOCKHOLDER MATTERS
    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  
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
    7  
PART IV
    7  
 
ITEM 14-CONTROLS AND PROCEDURES
    7  
 
ITEM 15-PRINCIPAL ACCOUNTANT FEES AND SERVICES
    7  
 
ITEM 16-EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
    7  
SIGNATURES
    9  
CERTIFICATION
    10  
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
    11  
INDEX TO EXHIBITS
    11  

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Table of Contents

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 16.

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 8 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, 2002, there were three holders of the Class 1A-1 Certificates, ten holders of the Class 1A-2 Certificates, twelve holders of the Class 2A Certificates, one holder of the Class 3A Certificate, one holder of the Class X-1 Certificate, one holder of the Class X-2A Certificate, one holder of the Class X-2B Certificate, one holder of the Class X-B Certificate, one holder of the Class B-1 Certificate, one holder of the Class B-2 Certificate, and one holder of the Class B-3 Certificate.

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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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 1A-1

                 
Name and Address   Principal Amount Owned   Percentage of Outstanding Amount

 
 
Boston Safe Deposit and Trust Company
c/o Mellon Trust
525 William Penn Place
Suite 3148
Pittsburgh, PA 15259
    $15,000,000       30.00 %
                 
JP Morgan Chase Bank
14201 Dallas Parkway
Dallas, TX 75254
    $15,000,000       30.00 %
                 
State Street Bank and Trust Company
1776 Heritage Drive
No. Quincy, MA 02171
    $20,000,000       40.00 %

Class 1A-2

                 
Name and Address   Principal Amount Owned   Percentage of Outstanding Amount

 
 
The Bank of New York
One Wall Street
New York, NY 10286
    $3,173,000       5.16 %
                 
Boston Safe Deposit and Trust Company
c/o Mellon Trust
525 William Penn Place
Suite 3148
Pittsburgh, PA 15259
    $24,690,000       40.12 %

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Name and Address   Principal Amount Owned   Percentage of Outstanding Amount

 
 
JPMorgan Chase Bank
14201 Dallas Parkway
Dallas, TX 75254
    $23,000,000       37.42 %
                 
State Street Bank and Trust Company
1776 Heritage Drive
Global Corporate Action Unit
JAB 5NW
No. Quincy, MA 02171
    $5,285,000       8.60 %

Class 2A

                 
Name and Address   Principal Amount Owned   Percentage of Outstanding Amount

 
 
Deutsche Bank Trust Company
Americas
648 Grassmere Park Road
8th Floor
Nashville, TN 37211
    $243,097,000       52.49 %
                 
HSBC Bank & Trust Company
(Delaware), National Association
1201 Market Street
Suite 100
Wilmington, DE 19801
    $45,000,000       9.72 %
                 
JPMorgan Chase Bank
14201 Dallas Parkway
Dallas, TX 75254
    $76,000,000       16.41 %
                 
State Street Bank and Trust Company
1776 Heritage Drive
No. Quincy, MA 02171
    $72,100,000       15.57 %

Class 3A

                 
Name and Address   Principal Amount Owned   Percentage of Outstanding Amount

 
 
State Street Bank and Trust Company
1776 Heritage Drive
No. Quincy, MA 02171
    $49,973,000       100.00 %

Class X-1

                 
Name and Address   Principal Amount Owned   Percentage of Outstanding Amount

 
 
DBTC Americas/Dealer Clearance
16 Wall Street
New York, NY 10005
    $111,468,000       100.00 %

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Class X-2A

                 
Name and Address   Principal Amount Owned   Percentage of Outstanding Amount

 
 
DBTC Americas/Dealer Clearance
16 Wall Street
New York, NY 10005
    $188,364,733       100.00 %

Class X-2B

                 
Name and Address   Principal Amount Owned   Percentage of Outstanding Amount

 
 
DBTC Americas/Dealer Clearance
16 Wall Street
New York, NY 10005
    $274,732,267       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
    $9,069,000       100.00 %

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
    $9,069,000       100.00 %

Class B-2

                 
Name and Address   Principal Amount Owned   Percentage of Outstanding Amount

 
 
Wells Fargo Bank Minnesota, N.A.
c/o ADP Proxy Services
Edgewood, NY 11717
    $5,505,000       100.00 %

Class B-3

                 
Name and Address   Principal Amount Owned   Percentage of Outstanding Amount

 
 
Wells Fargo Bank Minnesota, N.A.
c/o ADP Proxy Services
Edgewood, NY 11717
    $3,886,000       100.00 %

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ITEM 13 — CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     None.

PART IV

ITEM 14 CONTROLS AND PROCEDURES

     Not Applicable.

ITEM 15 PRINCIPAL ACCOUNTANT FEES AND SERVICES

     Not Applicable.

ITEM 16 — 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 Redwood Trust, Inc. (“Redwood”) and Morgan Stanley Dean Witter Credit Corporation, dated August 1, 2001, as modified by the related Acknowledgements (the “Redwood/Morgan Servicing Agreement”).
99.2**   Report of Independent Accountant pursuant to Section 7.04(b) of the Redwood/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 February 1, 2002, between Redwood and GreenPoint Mortgage Funding, Inc., as amended, and as modified by the related Acknowledgements (the “Redwood/GreenPoint Servicing Agreement”).
99.4*   Report of Independent Accountant pursuant to Section 6.05 of the Redwood/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 Redwood Trust, Inc. (“Redwood”), Cendant Mortgage Corporation and Bishop’s Gate Residential Mortgage Trust (formerly known as Cendant Residential Mortgage Trust), dated June 27, 2001, as modified by the related Acknowledgements (the “Redwood/Cendant Servicing Agreement”).

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Exhibit No.   Description

 
99.6***   Report of Independent Accountant pursuant to Section 7.05 of the Redwood/Cendant 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 10-K   ITEMS REPORTED/FINANCIAL STATEMENTS FILED
  October 1, 2002   Trustee’s Monthly Report for the September Distribution to Certificateholders
  November 27, 2002   Report filing Amendment No. 1 to the Pooling and Servicing Agreement
  December 23, 2002   Trustee’s Monthly Report for the October Distribution to Certificateholders
  December 23, 2002   Trustee’s Monthly Report for the November Distribution to Certificateholders


*   The document is not due to be delivered until March 31, 2003. 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 1, 2003. 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, 2003. Such document will be filed with the Securities and Exchange Commission by amendment upon receipt by the Registrant.

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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: March 31, 2003.        

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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, 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, and Cendant Mortgage Corporation, as Servicer.

Date: March 31, 2003

     
/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 14(C)

     
Exhibit No.   Description

 
99.1**   Statement of Compliance of the Servicer pursuant to Section 7.04(a) of The Master Servicing Agreement between Redwood Trust, Inc. (“Redwood”) and Morgan Stanley Dean Witter Credit Corporation, dated August 1, 2001, as modified by the related Acknowledgements (the “Redwood/Morgan Servicing Agreement”).
     
99.2**   Report of Independent Accountant pursuant to Section 7.04(b) of the Redwood/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 February 1, 2002, between Redwood and GreenPoint Mortgage Funding, Inc., as amended, and as modified by the related Acknowledgements (the “Redwood/GreenPoint Servicing Agreement”).
     
99.4*   Report of Independent Accountant pursuant to Section 6.05 of the Redwood/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 Redwood Trust, Inc. (“Redwood”), Cendant Mortgage Corporation and Bishop’s Gate Residential Mortgage Trust (formerly known as Cendant Residential Mortgage Trust), dated June 27, 2001, as modified by the related Acknowledgements (the “Redwood/Cendant Servicing Agreement”).
     
99.6***   Report of Independent Accountant pursuant to Section 7.05 of the Redwood/Cendant Servicing Agreement.


*   The document is not due to be delivered until March 31, 2003. 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 1, 2003. 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, 2003. Such document will be filed with the Securities and Exchange Commission by amendment upon receipt by the Registrant.

11