Item 1. Business.
Omitted.
Item 2.
Item 2. Properties.
See Item 15(a), Exhibits 99.1, 99.2, and 99.3, for information provided in lieu of information required by Item 102 of Regulation S-K.
Item 3.
Item 3. Legal Proceedings.
The registrant knows of no material pending legal proceedings involving the trusts created under the Pooling and Servicing Agreement (the Trusts), the Trustee, the Servicer or the registrant with respect to the Trusts other than routine litigation incidental to the duties of the respective parties.
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.
No established public trading market for the Certificates exists.
Records provided to the Trust by the DTC and the Trustee indicate that as of December 31, 2002, the number of holders of record for each class of Certificate were as follows:
Class A-1 28 Class A-2 36 Class A-3 31 Class B 4 Class C 7 Class D 2 Class E 2 Class F 3 Class G 5 Class H 1 Class J 1 Class K 1 Class L 1 Class LR 1 Class M 1 Class N 1 Class O 1 Class P 1 Class R 1 Class S 1 Class X-1 6 Class X-2 4
Total: 139
Item 6.
Item 6. Selected Financial Data.
Omitted.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation.
Omitted.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data.
See Item 15(a), Exhibits 99.1, 99.2, 99.3, for information provided in lieu of information required by Item 302 of Regulation S-K.
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.
Not applicable.
Item 11.
Item 11. Executive Compensation.
Not applicable.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Not applicable.
Item 13.
Item 13. Certain Relationships and Related Transactions.
Not applicable.
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
(99.1) Annual Independent Accountants' Servicing Reports concerning servicing activities for the year ended December 31, 2002.
(99.2) Report of Management as to Compliance with Minimum Servicing Standards for the year ended December 31, 2002.
(99.3) Annual Statements of Compliance under the Pooling and Servicing Agreements for the year ended December 31, 2002.
(99.4) Aggregate Statement of Principal and Interest Distributions to Certificate Holders.
(99.5) Necessary revisions to Distribution Date Statements filed with Form 8K.
(b) On October 24, 2002, November 26, 2002, and December 19, 2002 reports on Form 8-K were filed by the Company in order to provide the statements for the monthly distributions to holders of the Certificates. No other reports on Form 8-K have been filed during the last quarter of the period covered by this report.
(c) Not applicable.
(d) Omitted.
Filed herewith.
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:
GE Capital Commercial Mortgage Corporation Commercial Mortgage Pass-Through Certificates Series 2002-1 (Registrant)
Signed: GE Capital Commercial Mortgage Corporation by Wells Fargo Bank Minnesota, N.A., as attorney in fact.
By: Beth Belfield, Assistant Vice President
By: /s/ Beth Belfield
Dated: March 25, 2003
Sarbanes-Oxley Certification
I, Daniel J. Smith, 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 periods included in the year covered by this annual report, of GE Capital Commercial Mortgage Corporation Commercial Mortgage Pass-Through Certificates Series 2002-1;
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, or similar, 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, or similar, 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 Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling and servicing, or similar, 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: Wells Fargo Bank Minnesota, N.A. as Trustee, GEMSA Loan Services, L.P. as Servicer and GMAC Commercial Mortgage Corporation, as Special Servicer.
Date: March 26, 2003
/s/ Daniel J. Smith Signature
President, GE Capital Commercial Mortgage Corporation Title
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.
(a)(i) No annual report is provided to the Certificateholders other than with respect to aggregate principal and interest distributions.
(a)(ii) No proxy statement, form of proxy or other proxy soliciting material has been sent to any Certificateholder with respect to any annual or other meeting of Certificateholders.
Ex-99.1 (a)
KPMG (logo)
700 Louisiana Houston, TX 77002
Telephone 713 319 2000 Fax 713 319 2041
Independent Accountants' Report
The Partners GEMSA Loan Services, L.P.:
We have examined management's assertion, included in the accompanying Management Assertion, that GEMSA Loan Services, L.P. (the Partnership) complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America's (MBA) Uniform Single Attestation Program for Mortgage Bankers, except for minimum servicing standards V.4. and VI.1, which the MBA has interpreted as being inapplicable to the servicing of commercial and multi-family loans as of and for the year ended December 31, 2002. Management is responsible for the Partnership's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Partnership's compliance based on our examination.
Our examination was conducted 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 Partnership's compliance with the minimum servicing standards specified above and performing such other 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 Partnership's compliance with the minimum servicing standards.
In our opinion, management's assertion that GEMSA Loan Services, L.P. complied with the aforementioned minimum servicing standards during the year ended December 31, 2002 is fairly stated, in all material respects.
/s/ KPMG LLP
February 13, 2003
KPMG LLP. KPMG LLP, a U.S. limited liability partnership, is a member of KPMG International, a Swiss association.
Ex-99.1 (b) PRICEWATERHOUSECOOPERS (logo)
PricewaterhouseCoopers LLP 1177 Avenue of the Americas New York NY 10036 Telephone (646) 471 4000 Facsimile (813) 286 6000 Report of Independent Accountants
To the Board of Directors of GMAC Commercial Mortgage Corporation
We have examined management's assertion, dated March 17, 2003, about GMAC Commercial Mortgage Corporation's compliance with its established minimum master servicing standards ("Master Servicing Policy"), which were derived from 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. Management is responsible for the company's compliance with the Master Servicing Policy. 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 the 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 Master Servicing Policy and performing such other 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 of the company's compliance with the Master Servicing Policy.
In our opinion, management's assertion that the company complied with the aforementioned Master Servicing Policy as of and for the year ended December 31, 2002 is fairly stated in all material respects.
/s/ PricewaterhouseCoopers LLP
March 17, 2003
Ex-99.2 (a)
GEMSA Loan Services, L.P. (logo)
1500 City West Boulevard, Suite 200 Houston, TX 77042 (713) 458-7200 (800) 456-1443 Fax (713) 458-7501 www.gemsals.com
Management Assertion
As of and for the year ended December 31, 2002, GEMSA Loan Services, L.P. 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), except for minimum servicing standards V.4. and VI.1, which the MBA has interpreted as being inapplicable to the servicing of commercial and multifamily loans. As of and for this same period, GEMSA Loan Services, L.P. had in effect a fidelity bond and errors and omissions policy in the amount of $40,000,000.00.
/s/ Joseph F. Beggins Joseph F. Beggins Chief Executive Officer
2-14-03 Date
Atlanta * Boston * Houston * Minneapolis * Newport Beach * Seattle A Joint Venture of G.E. Capital Real Estate and L.J. Melody & Company, a CB Richard Ellis Company
Ex-99.2 (b)
GMAC Commercial Mortgage (logo)
Management's Assertion Concerning Compliance With Minimum Master Servicing Standards
March 17, 2003
As of and for the year ended December 31, 2002, GMAC Commercial Mortgage Corporation has complied, in all material respects, with the minimum master servicing standards set forth in the Company's master servicing standards (Exhibit B), which were derived from the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers.
As master servicer for the transactions included in Exhibit A, the Company performs certain functions with respect to loan servicing, however, other servicing functions are performed by various subservicers.
As of December 31, 2002, the company was covered by various General Motors Corporation insurance policies providing $400 million of fidelity bond insurance and $400 million of errors and omissions insurance.
/s/ Robert D. Feller Robert D. Feller Chief Executive Officer
/s/ Wayne D. Hoch Wayne D. Hoch Executive Vice President and Chief Financial Officer
/s/ Michael I. Lipson Michael I. Lipson Executive Vice President, Global Servicing
200 Witmer Road * P.O. Box 1015 * Horsham, PA 19044-8015
Ex-99.3 (a)
GEMSA Loan Services, L.P. (logo) A Joint Venture of GE Capital Real Estate and L.J. Melody & Company, a CB Richard Ellie Company
1500 CityWest Blvd., Suite 200 Houston, TX 77042 (713) 458-7200
March 25, 2003
VIA FEDERAL EXPRESS
Wells Fargo Bank Minnesota, N.A. as Trustee 9062 Old Annapolis Road Columbia, Maryland 21045 Attn: GECCMC 2002-1
GE Capital Commercial Mortgage Corporation, as Depositor C/O: General Electric Capital Corporation 125 Park Avenue, 10th Floor New York, NY 10017 Attn: Capital Markets/Daniel Vinson
OFFICER'S CERTIFICATE
Re: Annual Statement as to Compliance GECCMC Commercial Mortgage Pass-Through Certificates, Series 2002-1
In accordance with Section 3.13 of the Pooling and Servicing Agreement (the "Agreement") dated as of April 1, 2002, entered into in connection with the above-referenced Certificates, the undersigned officer of GEMSA Loan Services, L.P., (the "Servicer") hereby certifies that (i) a review of the activities of the Servicer for the period of time from April 1, 2002 through December 31, 2002 and of its performance under the Agreement has been made under such officer's supervision, (ii) to the best of such officer's knowledge, based on such review, the Servicer has maintained an effective internal control system relating to its servicing of the Mortgage Loans serviced by it and has fulfilled in all material respects, its obligations under the Agreement throughout such period, and (iii) the Servicer has received no notice regarding qualification, or challenging the status of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC from the Internal Revenue Service or any other governmental agency or body.
Pat McEntee, Director, Portfolio Management, on behalf of GEMSA Loan Services, L.P., successor by merger to GE Capital Loan Services, Inc. in its capacity as Servicer
Ex-99.3 (b)
GMAC Commercial Mortgage (logo) 550 California Street, 12th Floor San Francisco, CA 94104 Tel. 415-835-9200 Fax 415-391-2949
GE Capital Commercial Mortgage Series 2002-1 Annual Statement as to Compliance For Period of April 18 through December 31, 2002
Pursuant to section 3.13 of the Pooling and Servicing Agreement, I attest that:
(i.) A review of the activities of GMAC Commercial Mortgage as Special Servicer during April 18 through December 31, 2002, and of its performance under this Agreement, has been made under my supervision.
(ii) To the best of my knowledge, based on such review, GMAC Commercial Mortgage as Special Servicer, has maintained an effective internal control system relating to its servicing of the Mortgage Loans serviced by it and has fulfilled in all material respects its obligations under this Agreement throughout such period. However, during the period of April 18 through December 31, 2002, GMAC Commercial Mortgage as Special Servicer did not service any Specially Serviced Mortgaged Loans.
(iii) GMAC Commercial Mortgage as Special Servicer has received no notice regarding qualifications, or challenging the status, of either the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC from the Internal Revenue Service or any other governmental agency or body.
BY: /s/ Michele Heisler Date: 2/21/03 Michele Heisler Vice President, GMAC Commercial Mortgage Corporation
Ex-99.4 Schedule of Year-To-Date Principal and Interest Distributions to Certificateholders
Ex-99.5 Information in this Form 10K, to the extent inconsistent with information filed previously with the Securities and Exchange Commission, revises and supercedes any such prior information.
With respect to the distribution date statement relating to the payment date on 12/10/02,
(1) The ARD loan with an ODCR number of 23 on page 10 shows the final maturity date of 12/1/2031. The correct final maturity date is 12/1/2006.
(2) The ARD loan with an ODCR number of 105 on page on page 13 shows the final maturity date of 8/1/2025. The correct final maturity date is 8/1/2010.
(3) The stated ranges for the Scheduled Balance Stratification on page 7 are as follows:
Below 999,999.99 1,000,000 to 1,999,999.99 2,000,000 to 3,999,999.99 4,000,000 to 5,999,999.99 6,000,000 to 7,999,999.99 8,000,000 to 9,999,999.99 10,000,000 to 11,999,999.99 12,000,000 to 13,999,999.99 14,000,000 to 15,999,999.99 16,000,000 to 17,999,999.99 18,000,000 to 18,999,999.99 19,000,000 to 29,999,999.99 30,000,000 and Greater
(4) The seasoning stratification on page 8 is as follows:
(5) The Anticipated Remaining Term (ARD and Balloon Loans) on page 9 is as follows:
(6) The following changes to the stratifications are made as a result of items 1 and 2 of this exhibit 99.5 of the annual report.
(7) The Historical Detail Reports on page 16 are revised as follows:
Original WAM Revised WAM 12/10/2002 114 109 11/12/2002 115 110 10/10/2002 116 111 9/10/2002 118 112 8/12/2002 119 113 7/10/2002 120 114 6/10/2002 121 115 5/10/2002 122 116