10-K/A 1 f88980e10vkza.htm AMENDMENT TO FORM 10-K e10vkza
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

     
[ 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
ACT OF 1934
     
For the transition period from __________ to _________.
     
Commission File Number: 333-60904

GREENWICH CAPITAL ACCEPTANCE, INC. (as Depositor of First Republic Mortgage Loan Trust 2002-FRB2, the Issuer of the Mortgage Loan Pass-Through Certificates, Series 2002-FRB2, under a Pooling and Servicing Agreement dated as of November 1, 2002)

GREENWICH CAPITAL ACCEPTANCE, INC.

(Exact Name of registrant as specified in its charter)
     
Delaware
(State or other jurisdiction of incorporation or organization)
  06-1199884
(I.R.S. employer identification no.)
     
600 Steamboat Road
Greenwich, CT

(Address of principal executive offices)
  06830
(Zip code)

(203) 662-2700
(Registrant’s telephone number, including area code)

     
Securities registered pursuant to Section 12(b) of the Act:   Securities registered pursuant to Section 12(g) of the Act:
     
None   None
(Title of class)   (Title of class)

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 ]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates of 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 the last business day of the Registrant’s most recently completed second fiscal quarter:

Not Applicable

Documents incorporated by reference:

Not Applicable

 


PART I
ITEM 1 — BUSINESS
ITEM 2 — PROPERTIES
ITEM 3 — LEGAL PROCEEDINGS
ITEM 4 — SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
PART II
ITEM 5 — MARKET FOR REGISTRANT’S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
ITEM 6 — SELECTED FINANCIAL DATA
ITEM 7 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF                      OPERATIONS
ITEM 7A — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 8 — FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION
ITEM 9 — CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL                      DISCLOSURE
PART III
ITEM 10 — DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
ITEM 11 — EXECUTIVE COMPENSATION
ITEM 12 — SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
ITEM 13 — CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
PART IV
ITEM 14 CONTROLS AND PROCEDURES
ITEM 15 — EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
SIGNATURES
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.
INDEX TO EXHIBITS
Exhibit 99.1
Exhibit 99.2


Table of Contents

GREENWICH CAPITAL ACCEPTANCE, INC.
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-FRB2

INDEX

           
      Page
     
PART I
    3  
 
ITEM 1-BUSINESS
    3  
 
ITEM 2-PROPERTIES
    3  
 
ITEM 3-LEGAL PROCEEDINGS
    3  
 
ITEM 4-SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    3  
PART II
    3  
 
ITEM 5-MARKET FOR REGISTRANT’S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
    3  
 
ITEM 6-SELECTED FINANCIAL DATA
    3  
 
ITEM 7-MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
           OPERATIONS
    3  
 
ITEM 7A-QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    3  
 
ITEM 8-FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    3  
 
ITEM 9-CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
           DISCLOSURE
    3  
PART III
    4  
 
ITEM 10-DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
    4  
 
ITEM 11-EXECUTIVE COMPENSATION
    4  
 
ITEM 12-SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
    4  
 
ITEM 13-CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
    5  
PART IV
    6  
 
ITEM 14-CONTROLS AND PROCEDURES
    6  
 
ITEM 15-EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
    6  
SIGNATURES
    7  
CERTIFICATION
    8  
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
    9  
INDEX TO EXHIBITS
    9  

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PART I

ITEM 1 — BUSINESS

          Not Applicable.

ITEM 2 — PROPERTIES

          Greenwich Capital Acceptance, Inc. (the “Depositor”) will furnish information regarding the Mortgaged Properties by reference to the Annual Compliance Certificates to be filed herein under Item 15.

ITEM 3 — LEGAL PROCEEDINGS

          The Depositor is not aware of any material pending legal proceedings involving either the Mortgage Pass-Through Certificates, the First Republic Mortgage Loan Trust 2002-FRB2 (the “Trust); the Pooling and Servicing Agreement; the Trustee; the Depositor; the Seller; or the Servicer which relates to the Trust.

 
ITEM 4 — SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          No matter has been submitted to a vote of the holders of beneficial interests in the Trust through the solicitation of proxies or otherwise.

PART II

ITEM 5 — MARKET FOR REGISTRANT’S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

     To the best knowledge of the Depositor, there is no established public trading market for the Certificates.

     The Certificates issued by the Trust are held by the Depository Trust Company (“DTC”) which in turn maintains records of holders of beneficial interests in the Certificates. Based on information obtained by the Trust from DTC, as of December 31, 2002, there were three (3) holders of the Class A-1 Certificates, ten (10) holders of the Class A-2 Certificates, one (1) holder of the Class X Certificates, two (2) holders of the Class B-1 Certificates, one (1) holder of the Class B-2 Certificates, and one (1) holder of the Class B-3 Certificates.

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 INFORMATION

          Not Applicable.

ITEM 9 — CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

          There were no changes of accountants or disagreements on accounting or financial disclosures between the Depositor and its accountants.

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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

          The Depositor is a Delaware corporation and indirect, limited purpose finance subsidiary of Royal Bank of Scotland Plc and an affiliate of Greenwich Capital Markets, Inc. The Trust is a grantor trust established under the Pooling and Servicing Agreement.

          The following table sets forth (i) the name and address of each entity owning more than 5% of the outstanding principal amount of each class of the Pass-Through Certificates; (ii) the principal amount of each class of the Pass-Through Certificates owned by each and (iii) the percent that the principal amount of each class of the Pass-Through Certificates owned by such entity represents of the outstanding principal amount of such class of Pass-Through Certificates. The information set forth in the table for the Certificates is based upon information obtained by the Trust from DTC and represents ownership of beneficial interest in the Certificates held by DTC. The Depositor is not aware of any Schedules 13D or 13G filed with the Securities and Exchange Commission in respect of the Certificates.

Class A-1

                 
Name and Address   Principal Amount Owned   Percentage of Outstanding Amount

 
 
The Bank of New York
  $ 19,644,000       33.79 %
One Wall Street
               
New York, NY 10286
               
Citibank, N.A.
  $ 28,500,000       49.01 %
3800 Citibank center B3-15
               
Tampa, FL 33610
               
PNC Bank, National Association
  $ 10,000,000       17.20 %
1600 Market Street
               
29th Floor
               
Philadelphia, PA 19103
               

Class A-2

                 
Name and Address   Principal Amount Owned   Percentage of Outstanding Amount

 
 
Citibank, N.A.
  $ 24,000,000       7.73 %
3800 Citibank Center B3-15
               
Tampa, FL 33610
               
JP Morgan Chase Bank
  $ 111,464,000       35.90 %
14201 Dallas Parkway
               
Dallas, TX 75254
               
Deutsche Bank Trust Company
  $ 44,000,000       14.17 %
Americas
               
648 Grassmere Park Road
               
Nashville, TN 37211
               

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Name and Address   Principal Amount Owned   Percentage of Outstanding Amount

 
 
Merrill Lynch, Pierce Fenner & Smith
  $ 40,000,000       12.88 %
Safekeeping
               
4 Corporate Place
               
Piscataway, NJ 08854
               
The Northern Trust Company
  $ 52,650,000       16.96 %
801 S. Canal C-IN
               
Chicago, IL 60607
               

Class X

                 
Name and Address   Principal Amount Owned   Percentage of Outstanding Amount

 
 
Deutsche Bank Trust Company
  $ 380,009,447       100.00 %
Americas
               
648 Grassmere Park Road
               
Nashville, TN 37211
               

Class B-1

                 
Name and Address   Principal Amount Owned   Percentage of Outstanding Amount

 
 
Wells Fargo Bank Minnesota, N.A.
  $ 3,750,000       98.71 %
c/o ADP Proxy Services
               
51 Mercedes Way
               
Edgewood, NY 11717
               

Class B-2

                 
Name and Address   Principal Amount Owned   Percentage of Outstanding Amount

 
 
Wells Fargo Bank Minnesota, N.A.
  $ 1,519,000       100.00 %
c/o ADP Proxy Services
               
51 Mercedes Way
               
Edgewood, NY 11717
               

Class B-3

                 
Name and Address   Principal Amount Owned   Percentage of Outstanding Amount

 
 
Deutsche Bank Trust Company
  $ 2,279,000       100.00 %
Americas
               
648 Grassmere Park Road
               
Nashville, TN 37211
               

ITEM 13 — CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     None.

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PART IV

ITEM 14 — CONTROLS AND PROCEDURES

     Not Applicable.

ITEM 15 — EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

             
    (a)   The following documents are filed as part of this report:
             
        1.   Financial Statements:
             
            Not applicable.
             
        2.   Financial Statement Schedules:
             
            Not applicable.
             
        3.   Exhibits:
     
Exhibit No.   Description

 
99.1   Statement of Compliance of the Servicer pursuant to Section 3.20 of the Pooling and Servicing Agreement.
     
99.2   Independent Accountant’s Report with respect to the Servicer’s overall servicing operations pursuant to Section 3.21 of the Pooling and Servicing Agreement.
         
    (b)   Reports on Form 8-K field during the last quarter of the period covered by this report.
     
DATE OF REPORTS ON FORM
8-K
  ITEMS REPORTED/FINANCIAL STATEMENTS FILED
     
December 31, 2002   Trustee’s Monthly Report for the Monthly Period

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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.

             
    GREENWICH CAPITAL ACCEPTANCE, INC.    
             
    By:   FIRST REPUBLIC BANK, Not in its individual capacity but solely as Mortgage Loan Servicer, pursuant to limited power of attorney under the Pooling and Servicing Agreement dated November 1, 2002    
             
    By:   /s/ Cathy Myers    
   
   
    Name:   Cathy Myers    
    Title:   Senior Vice President    

Date: April 3, 2003.

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CERTIFICATION

     I, Cathy Myers, Senior Vice President of First Republic Bank, a Nevada corporation, hereby certify that:

     1.     I have reviewed this amended annual report on Form 10-K/A, and all reports on Form 8-K containing distribution or servicing reports filed in respect of the Certificates for periods included in the year covered by this annual report, of Greenwich Capital Acceptance, Inc.;

     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 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 these reports is included in these reports;

     4.     Based on my knowledge and upon the annual compliance statement included in the 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 Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling and servicing agreement, that is included in these reports.

     In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: Wells Fargo Bank Minnesota, National Association, as Trustee.

Date: April 3, 2003

/s/ Cathy Myers                     
Signature
Name: Cathy Myers
Title: Senior Vice President

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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, proxy materials or otherwise were sent to Certificateholders.

INDEX TO EXHIBITS
Item 14(C)

     
Exhibit No.   Description

 
99.1   Statement of Compliance of the Servicer pursuant to Section 3.20 of the Pooling and Servicing Agreement.
     
99.2   Independent Accountant’s Report with respect to the Servicer’s overall servicing operations pursuant to Section 3.21 of the Pooling and Servicing Agreement.

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