10-K 1 b323701_10k.txt ANNUAL REPORT 10-K ANNUAL REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------------- FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) X 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 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) ----- OF THE SECURITIES EXCHANGE ACT OF 1934. Commission file number 333-70246 ---------------------- --------- J.P. Morgan Chase Commercial Mortgage Securities Corp. (Depositor in respect of Commercial Mortgage Pass-Through Certificates, Series 2002-CIBC4) -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) New York 13-3789046 -------------------------------------- ------------------------------ (State or Other Jurisdiction of (IRS Employer Incorporation or Organization) Identification Number) 270 Park Avenue, New York, NY 10017 -------------------------------------- ------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 270-5918 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None 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 reports), and (2) has been subject to such filing requirements for the last 90 days: YES X NO ----- ----- 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. NOT APPLICABLE. State the aggregate market value of the voting stock held by non-affiliates of the 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 priced of such stock, as of a specified date within 60 days prior to the date of filing. NOT APPLICABLE. Introductory Note This Annual Report on Form 10-K is filed in accordance with a letter to the Office of Chief Counsel, Division of Corporate Finance of the Securities and Exchange Commission (the "Division"), dated September 17, 1996, requesting advice from the Division that it will raise no objection if J.P. Morgan Chase Commercial Mortgage Securities Corp. (the "Registrant") files reports pursuant to Section 15(d), 13 and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in the manner described therein, submitted to the Office of the Chief Counsel on behalf of the Registrant. Accordingly, responses to certain Items have been omitted from or modified in this Annual Report on Form 10-K. Each series (a "Series") of the Registrant's Commercial Mortgage Pass-Through Certificates (the "Certificates") represent beneficial ownership interests in a trust fund (a "Trust Fund") consisting, among other things, of a segregated pool of multifamily and/or commercial mortgage loans (the "Mortgage Loans"). The Registrant has acted as depositor for the Series of Certificates listed below, as well as several Series of privately-placed Certificates: Series 2002-CIBC4 Part I Item 1. Business Omitted. Item 2. Properties Information regarding the mortgaged properties is included in the Accountant's Statements and Annual Statements of Compliance filed under Item 14 hereof, as described in Item 14 hereof. Item 3. Legal Proceedings The Registrant knows of no material pending legal proceedings relating to any Series involving the Registrant, the Certificates, the Trust Fund or any applicable Servicer, Special Servicer or Trustee, other than routine litigation incidental to the duties of any such persons under the related pooling and servicing agreement. Item 4. Submission of Matters to a Vote of Security Holders No matter was submitted to a vote of security holders for any Series during the fiscal year covered by this report. Part II Item 5. Market for Registrant's Common Equity and Related Stockholders Matters (a) (1) To the knowledge of the Registrant, there is no established public market for the Certificates of any Series (2) To the knowledge of the Registrant, there are no reported high and low bid quotations for any of the Certificates. (b) The records of The Depository Trust Company ("DTC") indicate that as of December 31, 2002, the following Series had the following number of holders of record: Series 2002-CIBC4: 78 Item 6. Selected Financial Data Omitted. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Omitted. Item 7A. Quantitative and Qualitative Disclosures About Market Risk Not applicable. Item 8. Financial Statements and Supplementary Data See Item 14(a). Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. Part III Item 10. Directors and Executive Officers of the Registrant Omitted. Item 11. Executive Compliance Omitted. Item 12. Security Ownership of Certain Beneficial Owners and Management The records of DTC indicate that as of December 31, 2002, there were the following holders of record with more than 5% of each class of each series of Certificates:
Series 2002-CIBC4 Name & Address of Participant Original Certificate % of Class Principal Balance Class A1 Deutsche Bank Trust Company Americas $5,250,000 9.55% 648 Grassmere Park Road Nashville, TN 37211 JPMorgan Chase Bank $28,200,000 51.27% Proxy/Class Actions/Bankruptcy 14201 Dallas Pkwy Dallas, TX 75254 M&I Marshall & Isley Bank $18,350,000 33.36% Issuer Services c/o ADP Proxy Services 51 Mercedes Way Edgewood, NY 11717 Class A2 Barclays Global Investors N.A/ $9,000,000 5.45% Investors Bank & Trust 980 9th Street, 6th Floor Sacramento, CA 95814 Bank One Trust Company N.A./Public Employee $30,000,000 18.18% Retirement 340 South Cleveland, Building 350 Columbus, OH 43240 JPMorgan Chase Bank $45,000,000 27.27% Proxy/Class Actions/Bankruptcy 14201 Dallas Pkwy Dallas, TX 75254 Merrill, Lynch, Pierce Fenner & Smith $50,050,000 30.33% Safekeeping 4 Corporate Place Piscataway, NJ 08854
Morgan Stanley & Co. Incorporated $9,900,000 6.00% One Pierrepont Plaza Brooklyn, NY 11201 State Street Bank and Trust Company $15,000,000 9.09% 1776 Heritage Dr. Global Corporate Action Unit JAB 5NW No. Quincy, MA 02171 Class A3 The Bank of New York $31,990,000 7.93% One Wall Street New York, NY 10286 Citibank, N.A. $55,253,000 13.71% 3800 Citibank Center B3-15 Tampa, FL 33610 Deutsche Bank Trust Company Americas $44,585,000 11.06% 648 Grassmere Park Road Nashville, TN 37211 JPMorgan Chase Bank $45,000,000 11.16% Proxy/Class Actions/Bankruptcy 14201 Dallas Pkwy Dallas, TX 75254 LaSalle Bank National Association $44,565,000 11.05% 135 South LaSalle Street Chicago, IL 60603 Merrill, Lynch, Pierce Fenner & Smith $95,000,000 23.56% Safekeeping 4 Corporate Place Piscataway, NJ 08854 State Street Bank and Trust Company $57,870,000 14.35% 1776 Heritage Dr. Global Corporate Action Unit JAB 5NW No. Quincy, MA 02171 Wells Fargo Bank Minnesota, N.A. $22,060,000 5.47% c/o ADP Proxy Services 51 Mercedes Way Edgewood, NY 11717 Class B LaSalle Bank National Association $31,957,000 100.00% 135 South LaSalle Street Chicago, IL 60603 Class C The Bank of New York $8,000,000 23.56% One Wall Street New York, NY 10286
Boston Safe Deposit and Trust Company $5,000,000 14.73% 525 William Penn Place, Suite 3148 Pittsburgh, PA 15259 Deutsche Bank Trust Company Americas $7,000,000 20.62% 648 Grassmere Park Road Nashville, TN 37211 JPMorgan Chase Bank $11,954,000 35.21% Proxy/Class Actions/Bankruptcy 14201 Dallas Pkwy Dallas, TX 75254 UFJ Trust Company of New York $2,000,000 5.89% 666 Fifth Avenue New York, NY 11217 Class D Citibank, N.A. $9,986,000 100.00% 3800 Citibank Center B3-15 Tampa, FL 33610 Class E Bear Stearns Securities Corp. $12,000,000 50.07% One Metrotech Center North Brooklyn, NY 11201-3862 Citibank, N.A. $4,967,000 20.72% 3800 Citibank Center B3-15 Tampa, FL 33610 Wells Fargo Bank Minnesota, N.A. $7,000,000 29.21% c/o ADP Proxy Services 51 Mercedes Way Edgewood, NY 11717 Class F Boston Safe Deposit and Trust Company $3,000,000 25.03% 525 William Penn Place, Suite 3148 Pittsburgh, PA 15259 Citibank, N.A. $3,000,000 25.03% 3800 Citibank Center B3-15 Tampa, FL 33610 JPMorgan Chase Bank $5,984,000 49.93% Proxy/Class Actions/Bankruptcy 14201 Dallas Pkwy Dallas, TX 75254 Class G BNY/ITC - Dealers Clearance Special $3,981,000 28.47% One Wall Street New York, NY 10286 LaSalle Bank National Association $10,000,000 71.53% 135 South LaSalle Street Chicago, IL 60603 Class H LaSalle Bank National Association $11,984,000 100.00% 135 South LaSalle Street Chicago, IL 60603
Class J LaSalle Bank National Association $3,994,000 100.00% 135 South LaSalle Street Chicago, IL 60603 Class K LaSalle Bank National Association $5,992,000 100.00% 135 South LaSalle Street Chicago, IL 60603 Class L LaSalle Bank National Association $7,989,000 100.00% 135 South LaSalle Street Chicago, IL 60603 Class M LaSalle Bank National Association $3,995,000 100.00% 135 South LaSalle Street Chicago, IL 60603 Class NR The Bank of New York $850,000 5.32% One Wall Street New York, NY 10286 LaSalle Bank National Association $15,128,296 94.68% 135 South LaSalle Street Chicago, IL 60603 Class X1 The Bank of New York/Morgan Stanley $86,085,684 10.78% International London One Wall Street New York, NY 10286 Citibank, N.A. $253,045,281 31.67% 3800 Citibank Center B3-15 Tampa, FL 33610 Deutsche Bank Trust Company Americas $246,344,000 30.83% 648 Grassmere Park Road Nashville, TN 37211 JPMorgan Chase Bank $174,204,796 21.81% Proxy/Class Actions/Bankruptcy 14201 Dallas Pkwy Dallas, TX 75254 Class X2 The Bank of New York $193,938,000 29.04% One Wall Street New York, NY 10286 Deutsche Bank Trust Company Americas $80,628,750 12.07% 648 Grassmere Park Road Nashville, TN 37211 JPMorgan Chase Bank $48,377,250 7.24% Proxy/Class Actions/Bankruptcy 14201 Dallas Pkwy Dallas, TX 75254
LaSalle Bank National Association $345,000,000 51.65% 135 South LaSalle Street Chicago, IL 60603
Item 13. Certain Relationships and Related Transactions Omitted. Part IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a) Exhibits 99.1 Servicer and Special Servicer Annual Statements of Compliance. 99.2 Reports prepared by Servicer and Special Servicer's certified independent accountants concerning their respective duties for the year ended December 31, 2002. 99.3 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (b) Reports on Form 8-K during the last quarter of the prior calendar year. (i) Reports on Form 8-K dated as of September 12, 2002, October 15, 2002, November 15, 2002 and December 12, 2002 in response to Item 5 of Form 8-K (other events) were filed with respect to information contained in the Distribution Date Statement for each Series delivered for the Distribution Dates occurring in September, October, November and December 2002, respectively. 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. Dated: March 28, 2003 JPMORGAN CHASE BANK, As Paying Agent, on behalf of J.P. Morgan Chase Commercial Mortgage Securities Corp. By: /s/ Diane E. Wallace ---------------------------------- Name: Diane E. Wallace Title: Assistant 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. No annual report, proxy statement, form of proxy or other proxy soliciting material has been sent to Certificateholders during the period covered by this Annual Report on Form 10-K and the registrant does not intend to furnish such materials to Certificateholders subsequent to the filing of this report. INDEX TO EXHIBITS 99.1 Servicer and Special Servicer Annual Statements of Compliance: 99.2 Reports prepared by Servicer and Special Servicer's certified independent accountants concerning their respective duties for the year ended December 31, 2002 99.3 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.