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 period from April 1, 2002
(Commencement of Operations) to December 31, 2002
[ ] 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 333-77054-12
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
(Exact name of registrant as specified in its charter)
Delaware 13-3320910
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.)
11 Madison Ave.
New York, New York 10010
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code :(212)325-2000
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
CSFB Mortgage-Backed Pass-Through Certificates, Series 2002-S12
(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/A or any amendment to
this Form 10-K/A. [X]
Documents incorporated by reference: None
AMENDMENT NUMBER 1 OF 1
-2-
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
CSFB Mortgage-Backed Pass-Through Certificates, Series 2002-S12
- -----------------------------------------------------------------------
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) The following documents are filed as part of this report:
(1) Financial Statements:
Omitted.
(2) Financial Statement Schedules:
Omitted.
(3) Exhibits:
Annual Independent Accountant's Servicing Reports concerning servicing
activities for the year ended December 31, 2002, filed as Exhibit 99.1 hereto.
Report of Management as to Compliance with Minimum Servicing Standards for
the year ended December 31, 2002, filed as Exhibit 99.2 hereto.
(b) Reports on Form 8-K: The following Current Reports on Form 8-K were
filed by the Registrant during the last quarter of 2002.
Current Reports on Form 8-K, dated October 25, 2002, November 25, 2002, and
December 26, 2002, 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 (Other Events).
(c) Exhibits to this report are listed in Item (14)(a)(3) above.
-3-
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
CSFB MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-S12
- --------------------------------------------------------
Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended December 31, 2002
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.
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Date: March 25, 2004 By: /s/ Andrew Kimura
--------------------------------------
Name: Andrew Kimura
Title: Vice President
-4-
CERTIFICATION
Re: Credit Suisse First Boston Mortgage Securities Corp.,
CSFB Trust Series 2002-S12
CSFB Mortgage Pass-Through Certificates, Series 2002-S12
I, Andrew Kimura, certify that:
1. I have reviewed this annual report on Form 10-K/A, and all reports on
Form 8-K containing distribution and servicing reports filed in respect of
periods included in the year covered by this annual report, of CSFB Trust Series
2002-S12 (the "Trust");
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 information required to be
prepared by the Trustee based upon the servicing information required to be
provided by each Servicer under the Pooling and Servicing Agreement is included
in these reports;
4. Based on my knowledge and upon the annual compliance statements included
in the report and required to be delivered to the Trustee in accordance with the
terms of the Pooling and Servicing Agreement and based upon the review required
under the Pooling and Servicing Agreement, and except as disclosed in the
report, each Servicer has fulfilled its obligations under the Pooling and
Servicing Agreement; and
5. The reports disclose all significant deficiencies relating to each
Servicer's compliance with the minimum servicing standards based, in each case,
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 standard as set forth in the Pooling and Servicing Agreement,
that is included in these reports.
Capitalized terms used but not defined herein have the meanings ascribed to
them in the Pooling and Servicing Agreement, dated April 1, 2002 (the "Pooling
and Servicing Agreement"), among Credit Suisse First Boston Mortgage Securities
Corp., as depositor (the "Depositor"), DLJ Mortgage Capital, Inc., as seller
(the "Seller"), Wilshire Credit Corporation, as a servicer (in such capacity, a
"Servicer"), Ocwen Federal Bank FSB, as a servicer (in such capacity, a
"Servicer") and JPMorgan Chase Bank, as trustee (the "Trustee").
Dated: March 25, 2004
By: /s/ Andrew Kimura
--------------------------------------
Name: Andrew Kimura
Title: Vice President
-5-
<page>
EXHIBIT INDEX
Exhibit Description
99.1 Annual Independent Accountant's Servicing Report for the year ended
December 31, 2002
a) Wilshire Credit Corporation
b) Ocwen Federal Bank FSB
99.2 Report of Management as to compliance with minimum servicing standards
for the year ended December 31, 2002.
a) Wilshire Credit Corporation
b) Ocwen Federal Bank FSB
-6-
<page>
EXHIBIT 99.1
Annual Independent Accountant's Servicing Report for the year ended
December 31, 2002
-7-
Deloitte & Touche, LLP
111 SW Fifth Avenue
Portland, Oregan 97204
www.deloitte.com
INDEPENDENT ACCOUNTANTS' REPORT
TO: Wilshire Credit Corporation:
We have examined management's assertion about Wilshire Credit Corporation's
(the "Company"), a wholly-owned subsidiary of Wilshire Financial Services Group
Inc., 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, 2002, included in the
accompanying management assertion. 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 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, 2002 is fairly stated in all material respects.
By: /s/ Deloitte & Touche, LLP
- --------------------------------
March 13, 2003
-8-
<page>
PricewaterhouseCoopers, LLP
222 Lakeview Avenue
Suite 360
West Palm Beach, FL 33401
Telephone: (561) 832-0038
Facsimile: (561) 803-0181
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
Ocwen Federal Bank FSB
We have examined management's assertion, included in the accompanying
Management Assertion on Compliance with USAP, that, except fo the noncompliance
related to interest on escrows described in the third paragraph, Ocwen Federal
Bank FSB (the "Bank") complied with the minimum servicing standards identified
in the Mortgage Bankers Association of America's ("MBA's") Uniform Single
Attestation Program for Mortgage Bankers ("USAP") as of and for the year ended
December 31, 2002. Management is responsible for the Bank's compliance with
those minimum servicing standards. Our responsibility is to express an opinion
on management's assertion about the Bank'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 Bank'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 Bank's compliance with the minimum servicing
standards.
Our examination disclosed noncompliance with minimum servicing standards in
certain states related to interest on escrows applicable to the Bank during the
year ended December 31, 2002. Such noncompliance is described in the
accompanying Management Assertion on Compliance with USAP.
In our opinion, management's assertion that the Bank complied with the
aforementioned minimum servicing standards, except for noncompliance as
described in the accompanying Management Assertion on Compliance with USAP, as
of and for the year ended December 31, 2002 is fairly stated, in all material
respects.
By: /s/PricewaterhouseCoopers, LLC
- ------------------------------------
PricewaterhouseCoopers, LLC
March 14, 2003
-9-
<page>
EXHIBIT 99.2
Report of Management as to compliance with minimum servicing standards
for the year ended December 31, 2002
-10-
<page>
Wilshire Credit Corporation
P. O. Box 8517
Portland, Oregon
97207-8517
MANAGEMENT ASSERTION
As of and for the year ended December 31, 2002, Wilshire Credit Corporation
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,
Wilshire Credit Corporation had in effect a fidelity bond in the amount of
$10,000,000.00 and an errors and omissions policy in the amount of
$5,000,000.00.
By: /s/ Heidi Peterson Company: Wilshire Credit Corporation
--------------------------
Heidi Peterson
Vice President Date: August 4, 2003
Investor Relations
-11-
<page>
OCWEN FEDERAL BANK FSB
1675 Palm Beach Lakes Boulevard
West Palm Beach, FL 33401
MANAGEMENT ASSERTION ON COMPLIANCE WITH USAP
March 14, 2003
As of and for the year ended December 31, 2002, except as specifically
noted below, Ocwen Federal Bank FSB (the "Bank") has complied in all material
respects with the minimum servicing standards set forth in the Mortgage Bankers
Association of America's ("MBA's") Uniform Single Attestation Program for
Mortgage Bankers ("USAP").
.. Standard: Interest on escrow accounts shall be paid, or credited, to
mortgagors in accordance with the applicable state laws.
Interest on escrow accounts in certain states was not paid, or credited, to
mortgagors in accordance with the applicable state laws during the year ended
December 31, 2002. The Bank is currently implementing an enhancement to its
REALServicing servicing system to ensure that for loans collateralized by
properties located in states that require the payment of interest on escrow
accounts, the payment or crediting of such interest is in accordance with
applicable state laws.
As of and for this same period, the Bank has in effect a fidelity bond in
the amount of $15,000,000 and an errors and omissions policy in the amount of
$10,000,000.
/s/ Ronald M. Faris
- ---------------------------
Ronald M. Faris
President
/s/ Scott W. Anderson
- ---------------------------
Scott W. Anderson
Senior Vice President of Residential Assets
/d/ James D. Campbell
- ---------------------------
James D. Campbell
Director of Investor Reporting
OCWEN FEDERAL BANK FSB
1675 Palm Beach Lakes Boulevard
West Palm Beach, FL 33401
OFFICER'S CERTIFICATION ON ANNUAL STATEMENT AS TO COMPLIANCE
March 13, 2002
Pursuant to the applicable sections of the Servicing Agreements, I, Ronald
M. Faris, as officer of Ocwen Federal Bank, FSB (the "Bank"), confirm that a
review of he activities of the Bank during the calendar year ending December
31,200 and of the performance under the Servicing Agreements has been made uner
my supervision. To the best of my knowledge, based on such review, the Bank has
fulfilled all of its obligations under the Servicing Agreements throughout such
calendar year.
/s/ Ronald M. Faris
- ---------------------------
Ronald M. Faris
President, Ocwen Federal Bank FSB
-12-