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, 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 333-57532-05
VANDERBILT MORTGAGE AND FINANCE, INC.
(Exact name of registrant as specified in its charter)
Tennessee 62-0997810
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation)
Vanderbilt Mortgage and Finance, Inc.
500 Alcoa Trail
Maryville, TN 37804
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code : (865) 380-3000
VANDERBILT MORTGAGE AND FINANCE, INC.
SENIOR/SUBORDINATE PASS-THROUGH CERTIFICATES, SERIES 2002-A
(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]
Documents incorporated by reference: None
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VANDERBILT MORTGAGE AND FINANCE, INC.
SENIOR/SUBORDINATE PASS-THROUGH CERTIFICATES, SERIES 2002-A
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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
Trust, the Company, the 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 certificateholders during the
fiscal year covered by this report.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
(a) There is currently no established secondary market for the Vanderbilt
Mortgage and Finance, Inc. Senior/Subordinate Pass-Through Certificates, Series
2002-A (the "Certificates").
(b) As of December 31, 2002, there were a total of approximately 12 holders
of record of the 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 8. Financial Statements and Supplementary Data
Not Applicable.
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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.
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) The following documents are filed as part of this report:
(1) Financial Statements:
Not Applicable.
(2) Financial Statement Schedules:
Not Applicable.
(3) Exhibits:
Annual Servicer Statement of Compliance, filed as Exhibit 99.1
hereto.
Annual Independent Accountants Servicing Report, 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 for the last quarter of 2002.
Current Reports on Form 8-K dated October 2, 2002, November 4, 2002, and
December 3, 2002 for the purpose of filing the Monthly Report delivered by the
Trustee to certificateholders were previously filed in
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connection with the distributions for the following respective Remittance Dates:
October 7, 2002, November 7, 2002, and December 9, 2002. The items reported in
such Current Reports were Item 5 (Other Events).
(c) Not Applicable.
(d) Not Applicable.
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, form of proxy or other proxy soliciting
material has been sent to certificateholders, and the registrant does not
contemplate sending any such material subsequent to the filing of this report.
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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: January 24, 2003
Vanderbilt Mortgage and Finance, Inc., as Servicer
By: /s/ Amber Krupacs
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Amber Krupacs
Executive Vice President and Chief Financial
Officer
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Sarbanes-Oxley Act Compliance Statement
CERTIFICATION
I, Amber Krupacs, 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 Vanderbilt Mortgage and
Finance Senior/Subordinate Pass-Through Certificates, Series 2002-A.
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 servicing information required to be provided
to the trustee by the servicer under the pooling and servicing agreement is
included in these reports;
4. I am responsible for reviewing the activities performed by the servicer
under the pooling and servicing agreement and based upon the review required
under the pooling and servicing agreement, and except as disclosed in the
report, the servicer has fulfilled its obligations under the servicing
agreement; and
5. I have disclosed to the registrant's certified public accountants all
significant deficiencies relating to the servicer's compliance with the minimum
servicing standards in accordance with a review conducted in compliance with the
Uniform Single Attestation Program for Mortgage Bankers or similar standard as
set forth in the pooling and servicing agreement.
Date: January 24, 2003
Vanderbilt Mortgage and Finance, Inc., as Servicer
By: /s/ Amber Krupacs
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Amber Krupacs
Executive Vice President and Chief Financial
Officer
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EXHIBIT INDEX
Exhibit Description
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99.1 Annual Servicer Statement of Compliance
99.2 Annual Independent Accountants Servicing Report
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