10-K 1 ff040310k.txt 10K UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2004 Commission file number: 333-100818-34 GS Mortgage Securities Corp., (as Depositor under the Pooling and Servicing Agreement, dated as of May 1, 2004, providing for the issuance of FFMLT Trust 2004-FF3, Mortgage Pass-Through Certificates Series, 2004-FF3) (Exact name of Registrant as specified in its Charter) Delaware 13-6357101 (State or other jurisdiction (I.R.S. Employer incorporation or organization) Identification Number) 85 Broad Street NEW YORK, NEW YORK 10004 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212)902-1000 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 the 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 Rule 12b-2 of the Act). Yes [ ] No [X] State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. Not Applicable Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of December 31, 2004. Not Applicable DOCUMENTS INCORPORATED BY REFERENCE None PART I ITEM 1. Business. Not Applicable ITEM 2. Properties. Not Applicable ITEM 3. Legal Proceedings. The Registrant knows of no material pending legal proceedings involving the trust created under the Pooling and Servicing Agreement, the trustee, any servicer or the registrant with respect to the trust 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 and Issuer Purchases of Equity Securities. There is currently no established public trading market for Registrant's Certificates known to the Registrant. As of December 31, 2004 the number of holders of record for the registered certificates was 10 based on the Trustee's records. 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. None ITEM 9A Controls and Procedures Not Applicable ITEM 9B Other Information None PART III ITEM 10. Directors and Executive Officers of Registrant. Not Applicable ITEM 11. Executive Compensation. Not Applicable ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Not Applicable ITEM 13. Certain Relationships and Related Transactions. Not Applicable ITEM 14. Principal Accountant Fees and Services Not Applicable PART IV ITEM 15. Exhibits, Financial Statement Schedules. (a) The following is a list of documents filed as part of this Annual Report on Form 10-K: Exhibit 31 Sarbanes-Oxley Act Section 302 Certification Exhibit 99.1 Servicer's Annual Statement of Compliance for Year End December 31, 2004 Exhibit 99.2 Servicer's Annual Independent Accountant's Report for Year End December 31, 2004 Exhibit 99.3 Aggregate Statement of Distributions to Certificateholders for Year End December 31, 2004. (b) The exhibits required to be filed by Registrant pursuant to Item 601 of Regulation S-K are listed above. (c) Not Applicable 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. GS Mortgage Securities Corp., as Depositor By: /s/: Michelle Gill Michelle Gill Vice President Date: March 30, 2005 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) (1) No annual report is provided to the certificateholders. (a) (2) 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 the certificateholders. CERTIFICATION Re: FFMLT Trust 2004-FF3 (the "Trust") Mortgage Pass-Through Certificates, Series 2004-FF3, issued pursuant to the Pooling and Servicing Agreement, dated as of May 1, 2004 (the "Pooling and Servicing Agreement"), among GS Mortgage Securities Corp., as depositor (the "Depositor"), Chase Manhattan Mortgage Corporation, as servicer ("Servicer") and Deutsche Bank National Trust Company, as trustee (the "Trustee") I, Michelle Gill, 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 and 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 the Servicer. Date: March 30, 2005 /s/: Michelle Gill Michelle Gill Vice President Exhibit 99.1 Chase company logo here OFFICER'S CERTIFICATE CHASE HOME FINANCE LLC MORTGAGE PASS THROUGH CERTIFICATE Pursuant to the applicable Pooling and Servicing Agreement (see Exhibit "A") attached hereto and incorporated herein by this reference), Chase Home Finance LLC, successor by merger to Chase Manhattan Mortgage Corporation, hereby provides the following Officers' Certificate: (i) A review of the activities of the Master Servicer (the "Servicer") during the preceding calendar year and of performance under the related Pooling and Servicing Agreement has been made under my supervision; and (ii) to the best of my knowledge, based on such review, the Servicer has performed and fulfilled its duties, responsibilities and obligations under each Agreement in all material respects throughout such year. /s/ Douglas C. Stephens Douglas C. Stephens Vice President Default Loan Servicing March 15, 2005 Exhibit A Deutsche ID Deal Name ASOC MS04C6 Morgan Stanley 2004-NC6 Chase MS04C7 Morgan Stanley 2004-NC7 Chase MS04C8 Morgan Stanley 2004-NC8 Chase MS04H1 Morgan Stanley 2004-HE1 Chase MS04H2 Morgan Stanley 2004-HE2 Chase MS04H3 Morgan Stanley 2004-HE3 Chase MS04H4 Morgan Stanley 2004-HE4 Chase MS04H5 Morgan Stanley 2004-HE5 Chase MS04H6 Morgan Stanley 2004-HE6 Chase MS04H7 Morgan Stanley 2004-HE7 Chase MS04H8 Morgan Stanley 2004-HE8 Chase GS04C1 GSAA 2004-NC1 Chase GS04H1 GSAMP 2004-HE1 Chase GS0403 GSAA 2004-3 Chase FF0403 GSAMP 2004-FF3 Chase GS0405 GSAA 2004-5 Chase GS04H2 GSAMP 2004-HE2 Chase LH0401 Lehman Sail 2004-1 Chase Exhibit 99.2 PricewaterhouseCoopers logo here PricewaterhouseCoopers LLP PricewaterhouseCoopers Center 300 Madison Avenue New York, NY 10017 Telephone (646) 471-3000 Facsimile (813) 286-6000 Report of Independent Auditors To the Board of Directors and Stockholder of Chase Home Finance LLC: We have examined management's assertion about Chase Home Finance LLC's (formerly known as Chase Manhattan Mortgage Corporation) (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 31,2004 included in the accompanying management assertion (see Exhibit I). 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, 2004 is fairly stated, in all material respects. By: /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP March 11, 2005 JP Morgan Chase logo here Exhibit I Management's Assertion Concerning Compliance with USAP Minimum Servicing Standards March 11, 2005 As of and for the year ended December 31, 2004, Chase Home Finance LLC (formerly known as Chase Manhattan Mortgage Corporation) (the "Company") has 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 Company's prime and subprime mortgage portfolios. As of and for this same period, the Company had in effect fidelity bond and errors and omissions policy in the amounts of $250,000,000 and $25,000,000 respectively. /S/: Thomas L. Wind Thomas L. Wind Co-Chief Executive Officer Chase Home Finance LLC /S/: Scott Powell Scott Powell Co-Chief Executive Officer Chase Home Finance LLC /S/: Terry L. Gentry Terry L. Gentry SVP of Servicing Chase Home Finance LLC