UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
(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, 2002
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 333-45458-07
Ace Securities Corp.
Home Equity Loan Trust Asset-Backed Pass-Through Certs.
Series 2002-HE3
(Exact name of registrant as specified in its charter)
New York Pending
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Wells Fargo Bank Minnesota, 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.
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 14(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, 2002, the number of holders of
record for each class of Certificate were as follows:
Class A-1 1
Class A-2A 1
Class A-2B 1
Class A-2C 1
Class A-IO 2
Class CE 1
Class M-1 4
Class M-2 4
Class M-3 4
Class P 1
Class R-1 1
Class R-2 1
Class R-3 1
Total: 23
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 14(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.
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. Controls and Procedures.
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, 2002.
<s> <c>
a) Fairbankscapital Corp, as Servicer <F1>
b) Wells Fargo Home Mortgage, Inc, as Servicer <F1>
(99.2) Report of Management as to Compliance with Minimum Servicing
Standards for the year ended December 31, 2002.
<s> <c>
a) Fairbankscapital Corp, as Servicer <F1>
b) Wells Fargo Home Mortgage, Inc, as Servicer <F1>
(99.3) Annual Statements of Compliance under the Pooling and Servicing
Agreements for the year ended December 31, 2002.
<s> <c>
a) Fairbankscapital Corp, as Servicer <F1>
b) Wells Fargo Home Mortgage, Inc, as Servicer <F1>
(99.4) No distributions to Certificate Holders were made during
the fiscal period covered by this report.
(99.5) Reliance Certifications Mandated under the Pooling and Servicing
Agreement for the year ended December 31, 2002.
a) Fairbankscapital Corp, as Servicer <F2>
b) Wells Fargo Home Mortgage, Inc, as Servicer <F2>
No reports on Form 8-K have been filed during the last quarter
of the period covered by this report.
(c) Not applicable.
(d) Omitted.
<F1> Filed Herewith.
<F2> Certification has been received.
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:
Ace Securities Corp.
Home Equity Loan Trust Asset-Backed Pass-Through Certs.
Series 2002-HE3
(Registrant)
Signed: Wells Fargo Bank Minnesota, N.A. as Master Servicer
By: Kristen Ann Cronin, Vice President
By: /s/ Kristen Ann Cronin, Vice President
Dated: July 17, 2003
Sarbanes-Oxley Certification
I, Kristen Ann Cronin, certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on Form
8-K containing distribution or servicing reports filed in respect of
periods included in the year covered by this annual report, of Ace
Securities Corp. Home Equity Loan Trust Asset-Backed Pass-Through Certs.
Series 2002-HE3;
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, or similar, agreement, for inclusion in these reports is
included in these reports;
4. I am respnsible for reviewing the activities performed by the master
servicer under the pooling and servicing, or similar, agreement and based
upon my knowledge and the annual compliance review required under that
agreement, and except as disclosed in the reports, the master servicer has
fulfilled its obligations under that 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, or similar, 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:
Fairbankscapital Corp, as Servicer and Wells Fargo Home Mortgage Inc.,
as Servicer.
Date: 7/17/03
/s/ Kristen Ann Cronin
Signature
Vice President
Title
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 99.1 (a)
Ernst & Young
Ernst & Young LLP
725 South Figueroa Street
Los Angeles, California 90017
Phone: (213) 977-3200
www.ey.com
Report on Management's Assertion on Compliance with the Minimum
Servicing Standards Set Forth in the Uniform Single Attestation
Program for Mortgage Bankers
Report of Independent Accountants
Board of Directors
Fairbanks Capital Corp.
We have examined management's assertion, included in the accompanying
report titled Report of Management, that Fairbanks Capital Corp., a
wholly owned subsidiary of Fairbanks Capital Holding Corp., (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") during the year
ended December 31, 2002. Management is responisble for the Company's
compliance with those requirements. 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 those requirements 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 specified
requirements.
In our opinion, management's assertion that the Company complied
with the aforementioned requirements during the year ended
December 31, 2002, is fairly stated, in all material respects.
/s/ Ernst & Young LLP
January, 20 2003
Ernst & Young LLP is a member of Ernst & Young International, Ltd.
EX 99.1 (b)
KPMG (logo)
2500 Ruan Center
666 Grand Avenue
Des Moines, IA 50309
INDEPENDENT ACCOUNTANTS' REPORT
The Board of Directors
Wells Fargo Home Mortgage:
We have examined management's assertion dated February 25, 2003 that Wells
Fargo Home Mortgage 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, 2002.
Management is responsible for Wells Fargo Home Mortgage's compliance with
those minimum standards. Our responsibility is to express an opinion on
management's assertion about Wells Fargo Home Mortgage'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 Wells Fargo
Home Mortgage'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 Wells
Fargo Home Mortgage's compliance with the minimum servicing standards.
In our opinion, management's assertion that Wells Fargo Home Mortgage complied
with the aforementioned minimum servicing standard as of and for the year ended
December 31, 2002, is fairly stated, in all material respects.
/s/ KPMG LLP
February 25, 2003
KPMG LLP. KPMG LLP, a U.S. limited liability partnership, is a member of KPMG
International, a Swiss association.
EX 99.2 (a)
Fairbanks Capital Corp.
Management's Assertion on Compliance with the Minimum
Servicing Standards Set Forth in the Uniform Single
Attestation Program for Mortgage Bankers
Report of Management
We, as members of management of Fairbanks Capital Corp.
(the "Company"), are responsible for complying with the
minimum servicing standards as set forth in the Mortgage
Bankers Association of America's Uniform Single Attestation
Program for Mortgage Bankers ("USAP"). We are also
responsible for establishing and maintaining effective
internal control over compliance with these standards. We
have performed an evaluation of the Bank's compliance with the
minimum servicing standards as set forth in the USAP as of
December 31, 2002 and for the year then ended. Based on
this evaluation, we assert that during the year ended
December, 31 2002, the Company complied, in all material
respects, with the minimum servicing standards set forth in
the USAP.
As of and for the same period, the Bank had in effect a fidelity
bond in the amount of $38,000,000 and an errors and omissions
policy in the amount of $10,000,000.
/s/ Thomas D. Basmajian
Thomas D. Basmajian
Chief Executive Officer
/s/ Anthony O'Boyle Beirne
Anthony O'Boyle Beirne
Executive Vice President and
Chief Financial Officer
/s/ Barbara K. Wing
Barbara K. Wing
Controller
January, 20 2003
3815 South West Temple * Salt Lake City, Utah 84115-4417
P.O. Box 65250 * Salt Lake City, Utah 84165-0250
Telephone (801) 293-1883 * Fax (801) 293-1297
EX 99.2 (b)
Wells Fargo
Home Mortgage (logo)
1 Home Campus
Des Moines, IA 50328-0001
Management Assertion
As of and for the year ended December 31, 2002, 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 amounts of $100 million and $20 million,
respectively.
/s/ Pete Wissinger February 25, 2003
Pete Wissinger
Chief Executive Officer
/s/ Michael J. Heid February 25, 2003
Michael J. Heid
Executive Vice President
/s/ Robert Caruso February 25, 2003
Robert Caruso
Senior Vice President
Loan Servicing
EX 99.3 (a)
FAIRBANKS CAPITAL CORP.
Agreement: Loan Agreements Listed in Schedule Wells Fargo
Dated: See Attached Schedule
ANNUAL STATEMENT AS TO COMPLIANCE
In accordance with the applicable section in each of the Pooling and Servicing
Agreements specified:
i. a review of the activities of the Servicer during the year ended December
31, 2002 and of performance under this Agreement has been made under such
officer's supervision; and
ii. to the best of such officers' knowledge, based on such review, the Servicer
has fulfilled all of its obligations under this Agreement throughout such year.
March 11, 2003
/s/ William P. Garland
William P. Garland
President
Fairbanks Capital Corp.
3815 SOUTH WEST TEMPLE SALT LAKE CITY, UTAH 84115-4412
P.O. BOX 65250 SALT LAKE CITY, UTAH 84165-0250
TELEPHONE (801) 293-1883 FACSIMILE (801) 293-1297
Schedule Wells Fargo
Fairbanks Capital Corp. as Servicer, Lehman Capital as Seller and Wells Fargo
Bank, MN NA, as Master Servicer - Amortizing Residential Collateral Mortgage
Pass-Through Certificates, Series 2001-BC6
10/01/2001
Assignment and Assumption Agreement by and among Fidelity Funding Mortgage
Corp., Fairbanks Capital Corp., and Cargill Financial Services Corporation
relating to Fidelity Funding Home Equity Loan Trust 1997-1
06/01/1999
Sale and Servicing Agreement among ITLA Mortgage Loan Securitization 2002-1,
L.L.C., Issuer, ITLA Capital Corporation, Seller and Master Servicer, Fairbanks
Capital Corp., Servicer, Wells Fargo Bank Minnesota, National Association,
Trustee and Wells Fargo Bank Minnesota, National Association, Backup Servicer
03/01/2002
Pooling and Servicing Agreement - Asset Backed Securities Corporation,
Depositor, DLJ Mortgage Capital, Inc., Seller, Fairbanks Capital Corp.,
Servicer, and Wells Fargo Bank Minnesota NA, Trustee-Asset Backed Securities
Corporation Home Equity Loan Trust 2002-HE2
05/01/2002
DLJ Mortgage Acceptance Corp., Depositor, PNC Mortgage Securities Corp., Seller
and Servicer, DLJ Mortgage Capital, Inc., Seller, Calmco Servicing L.P.,
Servicer and Special Servicer, Old Kent Mortgage Company, Servicer, and Wells
Fargo Bank Minnesota, N.A., Trustee - Pooling and Servicing Agreement - DLJ
ABS Trust 2000-3
09/01/2000
ACE Securities Corp., Depositor, Wells Fargo Bank Minnesota, National
Association, Master Servicer and Securities Administrator and Bank One,
National Association, Trustee - Pooling and Servicing Agreement - ACE
Securities Corp. Home Equity Loan Trust, Series 2002-HE3
12/01/2002
EX 99.3 (b)
Wells Fargo
Home Mortgage (logo)
One Home Campus
Des Moines, IA 50328-0001
March 31, 2003
Re: 2002 Annual Certification
We hereby certify to the best of our knowledge and belief that for the calendar
year of 2002:
1. All real estate taxes, bonds assessments and other lienable items have
been paid.
2. All FHA mortgage insurance, private mortgage insuarance premiums, and flood
insurance have been paid (if applicable).
3. Hazard insurance policies held by us meet the requirements as specified in
the servicing agreement, or those of a normal prudent lender if not specified,
and those premiums due have been paid.
4. We have made all property inspections as required.
5. Fidelity bond and Errors and Omissions insurance coverage currently exits.
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 Guide 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, or if there has been a
default or failure of the servicer to perform any such duties, responsibilites
or obligations, a description of each default or failure and the nature and
status has been reported.
Sincerely,
/s/ John B. Brown
John B. Brown
Vice President
Wells Fargo Home Mortgage Inc.