Item 1. Business
Omitted pursuant to an exemptive order dated July 10, 1987 (the "Exemptive Order").
Item 2.
Item 2. Properties
The Annual Statement of Compliance for the Registrant's REMIC Pass-Through Certificates Series 2003-1 through 2003-11 is included as Exhibit 99(a)(1) hereto.
Item 3.
Item 3. Legal Proceedings.
The Registrant knows of no material pending legal proceedings involving either the trusts evidenced by the Certificates, the Registrant, the custodians (as to each trust, CitiMortgage, Inc. ("CMI")), the subservicer (as to each trust, CMI), or the trustee (as to the trust for Series 2003-1 and 2003-4, The Bank of New York, and as to the trust for Series 2003-2, 2003-3, 2003-5, 2003-6, 2003-7, 2003-8, 2003-9, 2003-10 and 2003-11, U.S. Bank National Association) with respect to each such trust, other than routine litigation incidental to the business of the Registrant or each such custodian, subservicer or trustee.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
(a) To the best of Registrant's knowledge, there is no established public trading market for the Certificates.
(b) As of December 31, 2003, the number of holders of the Certificates was as follows:
Number of Series Holders ------ --------- 2003-1 22 2003-2 24 2003-3 24 2003-4 11 2003-5 22 2003-6 11 2003-7 8 2003-8 28 2003-9 24 2003-10 10 2003-11 2
(c) Omitted pursuant to the Exemptive Order.
(d) Not applicable.
Item 6.
Item 6. Selected Financial Data.
Omitted pursuant to the Exemptive Order.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation.
Omitted pursuant to the Exemptive Order.
Item 8.
Item 8. Financial Statements and Supplementary Data.
In accordance with the Exemptive Order, the Annual Statement of Compliance and the Annual Independent Accountant's Servicing Reports for the Registrant's REMIC Pass-Through Certificates Series 2003-1 through 2003-11 are included herein as Exhibits 99(a)(1) and 99(a)(2), respectively.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant.
Omitted pursuant to the Exemptive Order.
Item 11.
Item 11. Executive Compensation.
Omitted pursuant to the Exemptive Order.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Omitted pursuant to the Exemptive Order.
Item 13.
Item 13. Certain Relationships and Related Transactions.
Omitted pursuant to the Exemptive Order.
Item 14.
Item 14. Controls and Procedures
Not applicable.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Exhibits
1 Certification pursuant to Section 302(a) of the Sarbanes-Oxley Act. (Exhibit 31)
2 The Registrant's Annual Statement of Compliance with respect to the Certificates as to which CitiMortgage, Inc. ("CMI"), acts as subservicer. (Exhibit 99(a)(1))
3 Annual Independent Auditors' Servicing Report with respect to the Certificates as to which CMI acts as subservicer.(Exhibit 99(a)(2))
(b) Current Reports on Form 8-K
The Registrant filed the following Current Reports on Form 8-K during the fiscal year ended December 31, 2003 and through the date hereof relating to the REMIC Pass-Through Certificates Series 2003-1 through 2003-11:
The above Reports set forth under Item 2 thereof are the "Detailed Description of the Mortgage Pool and the Mortgaged Properties" relating to the Series of Certificates to which such Reports relate.
The above Reports set forth under Item 5 thereof are (a) the Computational Materials (as defined in the no-action letter dated May 20, 1994 issued by the Securities and Exchange Commission to Kidder Peabody Acceptance Corporation-I, Kidder Peabody & Co. Incorporated and Kidder Structured Asset Corporation) and/or Structural Term Sheets (as defined in the no-action letter dated February 17, 1995 issued by the Securities and Exchange Commission to the Public Securities Association) that are required to be filed pursuant to such letters, (b) the "Collateral Term Sheets" relating to the Series of Certificates to which such Reports relate, and (c) the monthly servicers reports relating to the Series of Certificates to which such Reports relate.
In the case of the above Reports relating to Series 2003-1, 2003-3 and 2003-11, such Reports set forth under Item 7 thereof the Consent of PricewaterhouseCoopers LLP, independent Certified Public Accountants of MBIA Inc. and Subsidiaries in connection with Citicorp Mortgage Securities, Inc., REMIC Pass-Through Certificates, for each such Series of Certificates.
SIGNATURES
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.
CITICORP MORTGAGE SECURITIES, INC. (Registrant)
By:/s/ Michael J. Tarpley ------------------------ Name: Michael J. Tarpley Title: Assistant Secretary
Dated: March 23, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on March 23, 2004 by the following persons on behalf of the Registrant in the capacities indicated.
Signature Capacity --------- --------
/s/ Jerome A. Cipponeri President and a Director ------------------------- (Principal Executive Officer) (Jerome A. Cipponeri)
Director ------------------------- (Charles Wainhouse)
/s/ Bradley Brunts Director ------------------------- (Bradley Brunts)
/s/ Paul Ince Senior Vice President, Chief Financial ------------------------- Officer (Principal Financial Officer (Paul Ince) and Principal Accounting Officer)
EXHIBIT INDEX
Exhibit No.
31 Certification Certification pursuant to Section 302(a) of the Sarbanes-Oxley Act.
99(a)(1) The Registrant's Annual Statement of Compliance with respect to the Registrant's REMIC Pass-Through Certificates as to which CMI acts as subservicer.
99(a)(2) Annual Independent Auditors' Servicing Report with respect to the Registrant's Mortgage Pass-Through Certificates and REMIC Pass-Through Certificates as to which CMI acts as subservicer.