10-K 1 gsp03ahl_form10k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (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, 2003 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-100818-17 Goldman Sachs Mortgage Securities Corp. Mortgage Pass-Through Certificates Series 2003-AHL Trust (Exact name of registrant as specified in its charter) 54-6553670 54-2132896 New York 54-2132845 54-2132846 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) c/o Wells Fargo Bank, N.A. 9062 Old Annapolis Road Columbia, MD 21045 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (410) 884-2000 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 shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K ( 229.405 of this chapter) 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. Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes___ No X State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant. The aggregate market value shall be computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity, as of a specified date within 60 days prior to the date of filing. (See definition of affiliate in Rule 405, 17 CFR 230.405.) Not applicable. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Not applicable. List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g. Part I, Part II, etc..) into which the document is incorporated: (1)Any annual report to security holders; (2) Any proxy or information statement; and (3)Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g. annual report to security holders for fiscal year ended December 24, 1980). Not applicable. PART I Item 1. Business. Omitted. 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. 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. Submission of Matters to a Vote of Security Holders. None. PART II 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 3 Class A-2A 10 Class A-2B 3 Class A-IO 3 Class B-1 4 Class B-2 3 Class M-1 4 Class M-2 4 Class P 1 Class R 1 Class X 1 Total: 37 Item 6. Selected Financial Data. Omitted. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation. Omitted. Item 7A. Quantitative and Qualitative Disclosures about Market Risk. Not applicable. 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. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. Item 9A. Controls and Procedures. Not applicable. PART III Item 10. Directors and Executive Officers of the Registrant. Not applicable. Item 11. Executive Compensation. Not applicable. Item 12. Security Ownership of Certain Beneficial Owners and Management. Not applicable. Item 13. Certain Relationships and Related Transactions. Not applicable. Item 14. Principal Accounting Fees and Services. Not applicable. PART IV 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, 2003. a) Chase Manhattan Mtg Corp, as Servicer
(99.2) Report of Management as to Compliance with Minimum Servicing Standards for the year ended December 31, 2003. a) Chase Manhattan Mtg Corp, as Servicer
(99.3) Annual Statements of Compliance under the Pooling and Servicing Agreements for the year ended December 31, 2003. a) Chase Manhattan Mtg Corp, as Servicer
(99.4) Aggregate Statement of Principal and Interest Distributions to Certificate Holders. (b) On November 10, 2003, a report on Form 8-K was filed in order to provide the Pooling and Servicing Agreement for the Certificates. On December 9, 2003 and January 9, 2004 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: Goldman Sachs Mortgage Securities Corp. Mortgage Pass-Through Certificates Series 2003-AHL Trust (Registrant) Signed: GS Mortgage Securities Corporation. as Depositor By: Janet Bell, Chief Executive Officer By: /s/ Janet Bell, Chief Executive Officer Dated: March 30, 2004 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-31.1 Rule 13a-14(a)/15d-14(a) Certification Sarbanes-Oxley Certification RE: GSAMP Trust 2003-AHL (the "Trust") Mortgage Pass-Through Certificates, Series 2003-AHL, issued pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2003 (the "Pooling and Servicing Agreement"), among GS Mortgage Securities Corp., as depositor, Chase Manhattan Mortgage Corporation, as servicer ("Chase"), Accredited Home Lenders, Inc., as responsible party ("Accredited") and Wells Fargo Bank Minnesota, National Association, as trustee (the "Trustee") 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 Servicer under the Pooling and Servicing Agreement 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 Pooling and Servicing Agreement, and except as disclosed in the Reports, the Servicer has fulfilled its obligations under the Pooling 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 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 Chase. Date: March 30, 2004 /s/ Janet Bell Signature Chief Executive Officer Title Ex-99.1 (a) PRICEWATERHOUSECOOPERS (logo) PricewaterhouseCoopers LLP 1177 Avenue of the Americas New York NY 10036 Telephone (646) 471 4000 Facsimile (813) 286 6000 Report of Independent Auditors To the Board of Directors and Stockholder of Chase Manhattan Mortgage Corporation: We have examined management's assertion about Chase Manhattan Mortgage Corporation's (the "Company") compliance with the minimum servicing 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, 2003 included in the accompanying management assertion (see Exhibit I). The Company performs loan sub servicing functions for the residential loan servicing portfolio of its affiliate, Chase Mortgage Company West. Management is responsible for the Company's compliance with those minimum servicing 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 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 minimum servicing standards 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 the minimum servicing standards. In our opinion, management's assertion that the Company 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/ Pricewaterhousecoopers LLP March 3, 2004 Ex-99.2 (a) (Logo) Chase Chase Manhattan Mortgage Corporation 3415 Vision Drive Columbus, OH 43219 Exhibit I Management's Assertion Concerning Compliance with USAP Minimum Servicing Standards March 3, 2004 As of and for the year ended December 31, 2003, Chase Manhattan Mortgage Corporation and its subsidiaries (collectively, the "Group'') have complied in all material respects with the minimum servicing standards (the "standards") set forth in the Mortgage Bankers association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP"). These standards are applicable only to Chase Manhattan Mortgage Corporation's prime and subprime mortgage portfolios. As of and for this same period, the Group had in effect fidelity bond and errors and omissions policy in the amounts of $250,000,000 and $25,000,000 respectively. /s/ Steve Rotella Steve Rotella Chief Executive Officer /s/ Terry L. Gentry Terry L. Gentry Senior Vice President of Servicing /s/ Lucy Gambino Lucy Gambino Vice President of Risk Management Ex-99.3 (a) (Logo) Chase THE RIGHT RELATIONSHIP IS EVERYTHING March 16, 2004 Mr. Timothy Deal Wells Fargo MN MAC-N2702-011 9062 Old Annapolis Rd Columbia MD 21045 RE: Annual Statements as to Compliance Pursuant to that certain Loan Servicing Agreement ("Agreement") dated as of October 1, 2003, GSAMP Trust 2003-AHL, I, H. John Berens, hereby certify that (I) a review of the activities of the Servicer during the preceding year and the performance under this Agreement has been made under my supervision, and (II) to the best of my knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement for such year. Sincerely, /s/ H. John Berens H. John Berens Senior Vice President HJB/em cc: Lucy Gambino Enc. 501 Ex-99.4 Schedule of Year-To-Date Principal and Interest Distributions to Certificateholders Class Interest Principal Losses Ending Balance A-1 413,705.11 1,610,091.76 0.00 177,976,908.24 A-2A 119,214.75 1,629,478.61 0.00 55,835,521.39 A-2B 54,158.66 0.00 0.00 19,666,000.00 A-IO 769,999.99 0.00 0.00 0.00 B-1 68,524.66 0.00 0.00 8,454,000.00 B-2 32,670.97 0.00 0.00 3,843,000.00 M-1 50,923.08 0.00 0.00 17,678,000.00 M-2 61,762.85 0.00 0.00 13,836,000.00 P 34,124.15 0.00 0.00 0.00 R 0.00 100.00 0.00 0.00 X 1,971,643.01 0.00 0.00 6,917,569.79