Item 1. Business
Omitted.
Item 2.
Item 2. Properties
Omitted.
Item 3.
Item 3. Legal Proceedings
The Registrant is not aware of any material legal proceeding with respect to, the Company, the Master Servicer or the Trustee, as related to the Trust.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote or consent of Holders of the Offered Certificates during the fiscal year covered by this report.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
The Trust does not issue stock. There is currently no established secondary market for the Certificates. As of December 31, 2002, the number of holders of each Class of Offered Certificates was 26.
Item 6.
Item 6. Selected Financial Data
Omitted.
Item 7.
Item 7. Management's Discussion and Analysis of Financial condition and Results of Operations
Omitted.
Item 8.
Item 8. Financial Statements and Supplementary Data
Omitted.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
There was no change of accountants or disagreement with accountants on any matter of accounting principles or practices or financial disclosure.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
Omitted.
Item 11.
Item 11. Executive Compensation
Omitted.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Omitted.
Item 13.
Item 13. Certain Relationships and Related Transactions
No reportable transactions have occurred.
PART IV
Item 14.
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: Omitted.
(3) Exhibits:
Annual Statement as to Compliance, filed as Exhibit 99.1 hereto. Annual Independent Public Accountants' Servicing Report filed as Exhibit 99.2 hereto.
(b) Reports on Form 8-K: The following Current Reports on Form 8-K were filed by the Registrant for the last quarter of 2002.
Current Reports on Form 8-K dated October 25, 2002, November 25, 2002, and December 26, 2002 were filed for the purpose of filing the Monthly Statement sent to the Holders of the Offered Certificates for payments made on the same date. The items reported in such Current Report were Item 5 (Other Events).
(c) Exhibits to this report are listed in Item (14)(a)(3) above.
Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2002
GS MORTGAGE SECURITIES CORP GSR Mortgage Loan Trust 2002-8F Mortgage Pass-Through Certificates, Series 2002-8F - -----------------------------------------------------------------------
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: March 26, 2003 By: /s/ Janet Bell -------------------------------------- Name: Janet Bell Title: Vice President
DEPOSITOR CERTIFICATION
Re: GSR Mortgage Loan Trust 2002-8F (the "Trust") Mortgage Pass-Through Certificates, Series 2002-8F, issued pursuant to the Trust Agreement, dated as of August 1, 2002 (the "Trust Agreement"), among Wachovia Bank, N.A. as trustee (the "Trustee"), and GS Mortgage Securities Corp., as depositor (the "Depositor"), and the Agency Agreement dated August 30, 2002 (the "Agency Agreement") by and among the Trustee and JPMorgan Chase Bank (the "Agent"), and serviced by Chase Manhattan Mortgage Corporation, and Bank of America, N.A. (together the "Servicers") pursuant to the respective servicing agreements (the "Servicing Agreements").
I, Janet Bell, certify that:
1. I have reviewed this annual report on Form 10-K ("Annual Report"), and all reports on Form 8-K containing distribution reports (collectively with this Annual Report, the "Reports") filed in respect of periods included in the year covered by this Annual Report, of the Trust;
2. Based on my knowledge, the information in the 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 Servicers under the Trust Agreement and Servicing Agreements, for inclusion in the Reports is included in the Reports;
4. Based on my knowledge and upon the annual compliance statement included in this Annual Report and required to be delivered to the Trustee in accordance with the terms of the Servicing Agreements, and except as disclosed in the Reports, the Servicers have fulfilled their obligations under the Servicing Agreements; 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 Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the Trust Agreement, that is included in the Reports.
In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: the Trustee and the Servicers.
Date: March 26, 2003
By: /s/ Janet Bell -------------------------------------- Name: Janet Bell Title: Vice President
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.
The registrant has not sent an annual report or proxy material to its security holders. The registrant will not be sending an annual report or proxy material to its security holders subsequent to the filing of this form.
EXHIBIT INDEX
Exhibit Description
99.1 Servicer's Annual Statement of Compliance 99.2 Servicer's Annual Independent Accountant's Report
EXHIBIT 99.1 - Servicer's Annual Statement of Compliance
Bank of America Bank of America Mortgage 101 E. Main Street, Suite 400 P.O. Box 35140 Louisville, Kentucky 40232-5140
MANAGEMENT'S ASSERTION CONCERNING COMPLIANCE WITH USAP MINIMUM SERVICING STANDARDS
March 7, 2003
As of and for the year ended December 31, 2002, BA Mortgage LLC, and the Mortgage division of Bank of America, N.A. (collectively, the "Company"), which comprise an operating division of Bank of America, N.A., has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP").
As of and for this same period, the Company had in effect a fidelity bond and errors and ommissions policy in the amounts of $400,000,000 and $475,000,000, respectively.
By: /s/ Kevin M. Shannon By: /s/ H. Randall Chestnut - ------------------------- --------------------------- Kevin M. Shannon H. Randall Chestnut President Senior Vice President Consumer Real Estate Bank of American, N.A. Bank of America, N.A.
By: /s/ David H. Rupp By: /s/ Gary K. Bettin - ------------------------- --------------------------- David H. Rupp Gary K. Bettin Senior Vice President Senior Vice President Bank of American, N.A. National Servicing Executive Bank of America, N.A.
By: /s/ J. Mark Hanson - ------------------------- J. Mark Hanson Senior Vice President Bank of America, N.A.
Chase Manhattan Mortgage Corporation
MANAGEMENT'S ASSERTION CONCERNING COMPLIANCE WITH USAP MINIMUM SERVICING STANDARDS
March 19, 2003
As of and for the year ended December 31, 2002, Chase Manhattan Mortgage Corporation ("CMMC") and the Chase Manhattan Mortgage Company ("CMC") and their subsidiaries (collectively, the "Group"), have complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP").
As of and for this same period, the Group had in effect fidelity bond and errors and ommissions policy in the amounts of $250,000,000 and $25,000,000, respectively.
By: /s/ Steve Rotelia By: /s/ Terry L. Gentry - ------------------------- --------------------------- Steve Rotelia Terry L. Gentry Chief Executive Officer Senior Vice President & Servicing
By: /s/ Glenn Mouridy By: /s/ Lucy Gambino - ------------------------- --------------------------- Glenn Mouridy Lucy Gambino Executive Vice President of Servicing Vice President of Risk Management
EXHIBIT 99.2 - Servicer's Annual Independent Accountant's Report
PricewaterhouseCoopers, LLP 214 N. Tryon Street Suite 3600 Charlotte, NC 28202 Telephone: (704) 344-7500 Facsimile: (704) 344-4100
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholder of Bank of America, N.A.
We have examined management's assertion about compliance by BA Mortgage, LLC and the Mortgage division of Bank of America, N.A. (collectively, the "Company"), which together comprise an operating division of Bank of America, N.A., with the minimum servicing standards (the "Standards") identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP") as of and for the year ended December 31, 2002 included in the accompanying management assertion (see Exhibit 1). Management is responsible for the Company's compliance with the Standards. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination.
Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the Standards and performing other such procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the company's compliance with the Standards.
In our opinion, management's assertion that the Company complied with the aforementioned Standards as of and for the year ended December 31, 2002 is fairly stated, in all material respects.
By: /s/PricewaterhouseCoopers, LLC - ------------------------------------ PricewaterhouseCoopers, LLC
PricewaterhouseCoopers, LLP 1177 Avenue of the Americas New York, NY 10036
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholder of Chase Mortgage Company:
We have examined management's assertion about compliance by Chase Mortgage Company's (the "Company"), compliance with the minimum servicing standards (the "standards") identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP") as of and for the year ended December 31, 2002 included in the accompanying management assertion (see Exhibit 1). The Company's residential loan portfolio is subserviced by an affiliate, Chase Manhattan Mortgage Corporation. Management is responsible for the Company's compliance with those minimum servicing standands. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination.
Our examination was made in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the Standards and performing other such procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the standards.
In our opinion, management's assertion that the Company complied with the aforementioned Standards as of and for the year ended December 31, 2002 is fairly stated, in all material respects.
By: /s/PricewaterhouseCoopers, LLP - ------------------------------------ PricewaterhouseCoopers, LLP
March 7, 2003