10-K 1 gsr2003sea2_form10k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM 10-K [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 [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number 333-100818-19 GS MORTGAGE SECURITIES CORP (Exact name of registrant as specified in its charter) Delaware 13-6357101 (State or other jurisdiction of (IRS Employer Identification No.) incorporation) 85 Broad Street New York, NY 10004 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code : (212) 902-1000 GSAMP Trust 2003-SEA2 Mortgage Pass-Through Certificates, Series 2003-SEA2 (Title of each class of securities covered by this Form) 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 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. [X] Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes [ ] No [X] Documents incorporated by reference: None GSAMP Trust 2003-SEA2 Mortgage Pass-Through Certificates, Series 2003-SEA2 ----------------------------------------------------------------------- PART I Item 1. Business Not Applicable. Item 2. Properties Not Applicable. Item 3. Legal Proceedings The Registrant is not aware of any material legal proceeding with respect to, the Company, the Master Servicer or the Trustee, as related to the Trust. Item 4. Submission of Matters to a Vote of Security Holders No matter was submitted to a vote or consent of Holders of the Offered Certificates during the fiscal year covered by this report. PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters The Trust does not issue stock. There is currently no established secondary market for the Certificates. As of December 31, 2003, the number of holders of each Class of Offered Certificates was 3. Item 6. Selected Financial Data Not Applicable. Item 7. Management's Discussion and Analysis of Financial condition and Results of Operations Not Applicable. Item 7A. Quantitative and Qualitative Disclosures about Market Risk. Not Applicable. Item 8. Financial Statements and Supplementary Data Not Applicable. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure There was no change of accountants or disagreement with accountants on any matter of accounting principles or practices or financial disclosure. Item 9A. Controls and Procedures. Not Applicable. -2- 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 No reportable transactions have occurred. Item 14. Principal Accounting Fees and Services Not applicable. PART IV Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K (a) Not applicable. (b) Reports on Form 8-K: The following Current Reports on Form 8-K were filed by the Registrant during the last quarter of 2003. Current Reports on Form 8-K, dated November 25, 2003, and December 26, 2003, were filed for the purpose of filing the Monthly Statement sent to the Holders of the Offered Certificates for payments made on the same dates. The items reported in such Current Report were Item 5 and Item 7. (c) Exhibits to this report. Annual Independent Accountants' Servicing Report filed as Exhibit 99.1 hereto. Report of Management as to Compliance with Minimum Servicing Standards, filed as Exhibit 99.2 hereto. Annual Statement as to Compliance, filed as Exhibit 99.3, hereto. (d) Not applicable. -3- GSAMP Trust 2003-SEA2 Mortgage Pass-Through Certificates, Series 2003-SEA2 ----------------------------------------------------------------------- SIGNATURE 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. Date: March 26, 2004 By: /s/ Janet Bell ---------------------- -------------------------------------- Name: Janet Bell Title: Chief Executive Officer -4- DEPOSITOR CERTIFICATION Re: GSAMP Trust 2003-SEA2 (the "Trust") Mortgage Pass-Through Certificates, Series 2003-SEA2, issued pursuant to the Trust Agreement, dated as of October 1, 2003 (the "Trust Agreement"), among JPMorgan Chase Bank, as trustee (the "Trustee"), and GS Mortgage Securities Corp., as depositor (the "Depositor"), and serviced by Bank of America, N.A. and Wells Fargo Home Mortgage, Inc. (the "Servicers") pursuant to the respective servicing agreement (the "Servicing Agreement"). 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 Servicers under the Trust Agreement and Servicing Agreements, 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 Servicing Agreements, and except as disclosed in the Reports, the Servicers have fulfilled their obligations under the Servicing Agreements; 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 Trust 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 the Servicers. Date: March 26, 2004 -------------------------------- By: /s/ Janet Bell -------------------------------------- Name: Janet Bell Title: Chief Executive Officer -5- 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. The registrant has not sent an annual report or proxy material to its security holders. The registrant will not be sending an annual report or proxy material to its security holders subsequent to the filing of this form. -6- EXHIBIT INDEX Exhibit Description 99.1 Annual Independent Accountants' Servicing Report a) Bank of America, N.A., as Servicer b) Wells Fargo Home Mortgage, Inc., as Servicer 99.2 Report of Management as to Compliance with Minimum Servicing Standards a) Bank of America, N.A., as Servicer b) Wells Fargo Home Mortgage, Inc., as Servicer 99.3 Annual Statement as to Compliance a) Bank of America, N.A., as Servicer b) Wells Fargo Home Mortgage, Inc., as Servicer -7- EXHIBIT 99.1 Servicer's Annual Independent Accountants' Report ------------------------------- PricewaterhouseCoopers, LLP 214 N. Tryon Street Suite 3600 Charlotte, NC 28202 Telephone: (704) 344-7500 Facsimile: (704) 344-4100 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Shareholder of Bank of America, N.A. We have examined management's assertion about compliance by the Mortgage division of Bank of America, N.A. (the "Company"), an operating division of Bank of America, N.A., 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 1). Management is responsible for the Company's compliance with the 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 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 other such 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. By: /s/PricewaterhouseCoopers, LLC ------------------------------------ PricewaterhouseCoopers, LLC March 2, 2004 -8- KPMG 2500 Ruan Center 666 Grand Avenue Des Moines, IA 50309 INDEPENDENT ACCOUNTANTS' REPORT The Board of Directors Wells Fargo Home Mortgage, Inc.: We have examined management's assertion dated February 25, 2004 that Wells Fargo Home Mortgage, 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) as of and for the year ended December 31, 2003. 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 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 Company'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 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. By: /s/ KPMG -------------------- KPMG February 25, 2004 -9- EXHIBIT 99.2 Report of Management as to Compliance with Minimum Servicing Standards ----------- Bank of America Bank of America Mortgage 101 E. Main Street, Suite 400 P.O. Box 35140 Louisville, Kentucky 40232-5140 MANAGEMENT'S ASSERTION CONCERNING COMPLIANCE WITH USAP MINIMUM SERVICING STANDARDS March 2, 2004 As of and for the year ended December 31, 2003, the Mortgage division of Bank of America, N.A. (the "Company") has 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"). As of and for this same period, the Company had in effect a fidelity bond and errors and ommissions policy in the amounts of $840,000,000 and $770,000,000, respectively. By: /s/ Kevin M. Shannon By: /s/ H. Randall Chestnut ------------------------- --------------------------- Kevin M. Shannon H. Randall Chestnut President Senior Vice President Consumer Real Estate Bank of America, N.A. Bank of America, N.A. By: /s/ Aashish Karnal By: /s/ Gary K. Bettin ------------------------- --------------------------- Aashish Karnal Gary K. Bettin Senior Vice President and Senior Vice President Managing Director National Servicing Executive Bank of America, N.A. Bank of America, N.A. By: /s/ J. Mark Hanson ------------------------- J. Mark Hanson Senior Vice President Bank of America, N.A. -10- Wells Fargo Home Mortgage 1 Home Campus Des Moines, IA 50328-0001 MANAGEMENT ASSERTION As of and for the year ended December 31, 2003, Wells Fargo Home Mortgage, Inc. has 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. As of and for this same period, Wells Fargo Home Mortgage, Inc. had in effect a fidelity bond along with an errors and omissions policy in the amount of $100 million and $20 million, respectively. By: /s/ Pete Wissinger February 25, 2004 -------------------------- Pete Wissinger Chief Executive Officer By: /s/ Michael J. Heid February 25, 2004 -------------------------- Michael J. Heid Chief Financial Officer Executive Vice President By: /s/ Michael Lepore February 25, 2004 -------------------------- Michael Lepore Executive Vice President Loan Servicing By: /s/ Robert Caruso February 25, 2004 -------------------------- Robert Caruso Executive Vice President Servicing Operations -11- EXHIBIT 99.3 Annual Statement as to Compliance ------------------------------- Bank of America 475 CrossPont Parkway P.O. Box 9000 Cetzville, NY 96068-9000 OFFICER'S CERTIFICATE Pursuant to the terms of the Servicing Agreement, the undersigned officer certifies to the following: 1. All hazard (or mortgage impairment if applicable), flood, or other casualty insurance and primary mortgage guaranty insurance premiums, taxes, ground rents, assessments, and other charges have been paid in connection with the Mortgaged Properties; 2. Each officer has reviewed the activities and performance of the Seller/Servicer during the preceding calendar year and to the best of each officer's knowledge, based on such review, the Seller/Servicer has fulfilled all of its obligations under the Agreement throughout the year. Certified By: /s/ Cynthia A. Mech ------------------------ Cynthia A. Mech Vice President -12- Wells Fargo Home Mortgage, Inc. 1 Home Campus Des Moines, IA 50328-0001 RE: 2003 Annual Certification We hereby certify to the best of our knowledge and belief that for the calendar year of 2003: 1. All real estate taxes, bonds assessments and other lienable items have been paid. 2. All FHA mortgage insurance, private mortgage insurance premiums, and flood insurance have beenpaid (if applicable). 3. Hazard insurance policies hald by us meet the requirements as specified in the servicing agreement, or those of a normal pruident lender if not specified, and those premiums due have been paid. 4. We have made all preperty inspections as required. 5. Fidelity bond and Errors and Omissions insurance coverage currently exists. 6. That the Officer signing this certificate has reviewed the activities and performance of the Servicer during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Gguide or similar agreements and to the best of this officer's knowledge, the Servicer has fulfilled all of its duties, responsibilities or obligations of such agreement throughout the year. Sincerely, By: /s/ John B. Brown ------------------ John B. Brown Vice President Wells Fargo Home Mortgage, Inc. -13-