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 trust created under the Pooling and Servicing Agreement (the Trust), the Trustee, the Servicer or the registrant with respect to the Trust 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, 2003, the number of holders of record for each class of Certificate were as follows:
Class A-1 11 Class A-2 17 Class B 6 Class C 4 Class D 4 Class E 4 Class F 5 Class G 4 Class H 4 Class IO-I 7 Class IO-II 5 Class J 9 Class K 3 Class L 3 Class M 3 Class N 3 Class O 3 Class P 3 Class R-I 1 Class R-II 1 Class Z-I 1 Class Z-II 1 Class Z-III 1
Total: 103
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.
Item 9A.
Item 9A. Controls and Procedures.
Not applicable.
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. Principal Accounting Fees and Services.
Not applicable.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Exhibits
(31.1) Rule 13a-14(a)/15d-14(a) Certification.
(99.1) Annual Independent Accountants' Servicing Reports concerning servicing activities for the year ended December 31, 2003.
(99.2) Report of Management as to Compliance with Minimum Servicing Standards for the year ended December 31, 2003.
(99.3) Annual Statements of Compliance under the Pooling and Servicing Agreements for the year ended December 31, 2003.
(99.4) Aggregate Statement of Principal and Interest Distributions to Certificate Holders.
(b) On October 27, 2003, November 24, 2003, and December 30, 2003 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:
Wachovia Commerical Mortgage Securities, Inc. Commercial Mortgage Pass-Through Certificates Series 2003-C3 (Registrant)
Signed: Wachovia Commercial Mortgage Securities, Corp. as Depositor
By: Charles L. Culbreth, Managing Director
By: /s/ Charles L. Culbreth, Managing Director
Dated: March 30, 2004
* If master servicer is providing certification.
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.
Exhibit Index
Exhibit No.
Ex-31.1 Rule 13a-14(a)/15d-14(a) Certification
I, charles L. Culbreth, certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution date 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 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 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 servicing information required to be provided to the trustee by the servicer and the special servicer under the pooling and servicing agreement is included in these reports;
4. I am responsible for reviewing the activities performed by the master servicer and the special sevicer under the pooling and servicing agreement and based upon review required under [Section 3.13]* of the pooling and servicing agreement, and except as disclosed in the report, the master servicer and the special servicer have fulfilled their obligations in all material respects under the pooling and servicing agreement in the year such review applies;
5. I have disclosed to the master servicer's or the special servicer's certified public accountants all significant deficiencies relating the master servicer's or special servicer's compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the pooling and servicing agreement.
Date: March 30, 2004
/s/ Charles L. Culbreth Signature
Managing Director Title
Ex-99.1 (a)
ERNST & YOUNG (Logo)
Ernst & Young LLP Suite 3900 200 South Biscayne Boulevard Miami, Florida 33131-5313
Phone: (305) 358-4111 www.ey.com
Report of Independent Certified Public Accountants
To Lennar Partners, Inc.
We have examined management's assertion, included herein, that Lennar Partners, Inc. (the Company) complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) during the year ended December 31, 2003. Management is responsible for the Company's compliance with those requirements. 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 those requirements 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 Company's compliance with specified requirements.
In our opinion, management's assertion that the Company complied with the aforementioned requirements during the year ended December 31, 2003, is fairly stated, in all material respects.
/s/ Ernst & Young LLP
February 27, 2004 0402-0515825 A member practice of Ernst & Young Global
EX-99.1 (b)
KPMG (logo)
KPMG LLP Suite 2300 401 South Tryon Street Three First Union Center Charlotte, NC 28202-1911
Independent Accountants' Report
The Board of Directors Wachovia Bank National Association:
We have examined management's assertion, included in the accompanying report, that the Commercial Real Estate Servicing Division of Wachovia Bank National Association (the Bank) complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America's ("MBA's") 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 multifamily loans, as of and for the year ended December 31, 2003. Management is responsible for the Bank's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Bank'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 Bank'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 Bank's compliance with the minimum servicing standards.
In our opinion, management's assertion that the Bank has complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2003 is fairly stated, in all material respects.
/s/ KPMG LLP
March 10, 2004
KPMG LLP, a U.S. limited liability partnership, is the U.S. member of KPMG international, a Swiss cooperative.
EX-99.2 (a)
(logo) LENNAR PARTNERS An LNR Company
March 1, 2004
Wells Fargo Bank Minnesota, NA 9062 Old Annapolis Road Columbia, MD 21045 Attention: Corporate Trust Services (CMBS), WBCMT 2003-C3
Re: Annual Independent Public Accountant's Servicing Report Pooling and Servicing Agreement Wachovia Commercial Mortgage Securities, Commercial Mortgage Pass-Through Certificates 2003-C3
To whom it may concern:
As of and for the year ended December 3], 2003, Lennar Partners, Inc. has complied in all materia] respects with the applicable minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers applicable to the commercial and multifamily mortgages for the special servicer as noted in the attachment to this assertion. As of and for this same period, Lennar Partners, Inc. had in effect a fidelity bond in the amount of $10,000.000 and an errors and omissions policy in the amount of $10,000.000.
Sincerely,
LENNAR PARTNERS, INC.
/s/ Susan K. Chapman Vice President
cc: Wachovia Bank, NA NC 1075,8739 Research Drive-URP4 Charlotte, NC 28288-1075 Portfolio Manager
1601 Washington Avenue. Suite 700 . Miami Beach, Florida 33139 Telephone: (305) 695-5600 . Fax: (305) 695-5601
WBCMT 2003-C3 March 1, 2004
Wachovia Commercial Mortgage Securities, Inc. 301 South College Street Charlotte, NC 28288 William J. Cohane
Fitch IBCA, Inc. One State Street Plaza New York, NY 10004 Commercial Mortgage-Backed Securities Group
Standard & Poor's Rating Services, Inc. 55 Water Street New York, NY 10041
Wachovia Securities, Inc. - 2003-C3 301 South College Street Charlotte, NC 28288-1075 William Cohane
Ex-99.2 (b)
Wachovia Securities 8739 Research Drive, URP4 Charlotte, NC 28288
Wachovia Securities (logo)
Management Assertion
As of and for the year ended December 31,2003, the Commercial Real Estate Servicing Division of Wachovia Bank National Association (the Bank) has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's (MBA's) Uniform Single Attestation Program for Mortgage Bankers, except for minimum servicing standards V.4. and VI.l., which the MBA has interpreted as being inapplicable to the servicing of commercial and multifamily loans. As of and for this same period, the Bank had in effect a fidelity bond and errors and omissions policy in the amount of $200 million and $20 million, respectively.
/s/ Alan Kronovet 3/10/04 Alan Kronovet Date Director/Vice President Wachovia National Bank
/s/ Steven Johnson 3/10/04 Steven Johnson Date Director Wachovia National Bank
Ex-99.3 (a)
CERTIFICATE OF OFFICER OF LENNAR PARTNERS, INC.
Pooling and Servicing Agreement (the "Agreement") dated as of February 11,2003, among WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., as Depositor, WACHOVIA BANK, NATIONAL ASSOCIATION, as Master Servicer, WELLS FARGO BANK MINNESOTA, N.A., as Trustee, LENNAR PARTNERS, INC., as Special Servicer (WBCMT 2003-C3)
The undersigned, Susan K. Chapman, as Vice President of LENNAR PARTNERS, INC., a Florida Corporation (the "Company"), in accordance with Section 3.13 of the Agreement, does hereby certify on behalf of the Company that (i) a review of the activities of the Company during the preceding calendar year and of its performance under this Agreement has been made under such officer's supervision, (ii)to the best of such officer's knowledge, based on such review, the Company has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof and (iii) the Company has received no notice regarding qualification, or challenging the status, of the ED Loan REMIC, REMIC I or REMIC II as a REMIC under the REMIC Provisions or of the Grantor Trust as a "Grantor Trust" for income tax purposes under the Grantor Trust Provisions from the Internal Revenue Service or any other governmental agency or body.
IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate as of the 1st day of March, 2004.
/s/ Susan K. Chapman Susan K. Chapman Vice President Lennar Partners, Inc.
OC WBCMT 2003-C3
Ex-99.3 (b)
Wachovia Securities 8739 Research Drive, URP4 Charlotte, NC 28288
(logo) WACHOVIA SECURITIES
OFFICER'S CERTIFICATE
Reference is hereby made to that certain Pooling and Servicing Agreement dated as of February 11, 2003, by and among Wachovia Commercial Mortgage Securities, Inc., as Depositor, Wachovia Bank, National Association, as Master Servicer, Lennar Partners, Inc., as Special Servicer, and Wells Fargo Bank Minnesota, N.A., as Trustee, with respect to Commercial Mortgage Pass-Through Certificates, Series 2003-C3 (the "Agreement"). Capitalized terms used herein not otherwise defined shall have the meanings assigned in the Agreement.
Pursuant to Section 3.13 of this Agreement, Timothy E. Steward and Clyde M. Alexander, Directors of the Master Servicer, do hereby certify that:
1) A review of the activities of the Master Servicer during the period from February 11, 2003 through December 31, 2003 and of its performance under the Agreement during such period has been made under our supervision; and
2) To the best of our knowledge, based on such review, the Master Servicer has fulfilled all of its material obligations under this Agreement in all material respects throughout the period February 11, 2003 through December 31, 2003; and
3) The Master Servicer has received no notice regarding qualification, or challenging the status, of the ED Loan REMIC, REMIC I or REMIC II as a REMIC under the REMIC Provisions or of the Grantor Trust as a "grantor trust" for income tax purposes under the Grantor Trust Provisions from the Internal Revenue Service or any other governmental agency or body.
IN WITNESS WHEREOF, the undersigned have executed this Certificate as of the 12th day of March 2004.
/s/ Timothy E. Steward Timothy E. Steward, Director Wachovia Bank National Association
/s/ Clyde M. Alexander Clyde M. Alexander, Director Wachovia Bank National Association
Ex-99.4 Schedule of Year-To-Date Principal and Interest Distributions to Certificateholders