-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IbtgCXiG+Ztjv7FkwGmkFhtsJ8q2Mdi+QQ1BmBtaaCqJc9ESfykS3Ffozp1OV1In JUiOyCI6jz4wcvxhs17ZcQ== 0000905148-03-001304.txt : 20030331 0000905148-03-001304.hdr.sgml : 20030331 20030328174840 ACCESSION NUMBER: 0000905148-03-001304 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASSET BACKED CERTIFICATES SERIES 2002-S1 CENTRAL INDEX KEY: 0001172482 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-73712-06 FILM NUMBER: 03626591 BUSINESS ADDRESS: STREET 1: 4500 PARK GRANADA CITY: CALABASAS STATE: CA ZIP: 91302 10-K 1 efc3-0516_fm10k.txt FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------ FORM 10-K (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 For the transition period from to ------------- ------------- Commission file number: 333-73712-06 ------------ CWABS, Inc. Asset-Backed Certificates, Series 2002-S1 ----------------------------------------- (Exact name of Registrant as specified in its charter) Delaware 95-4449516 - ------------------------------- ------------------------------------ (State or other jurisdiction of (IRS Employer Identification Number) incorporation or organization) c/o Countrywide Home Loans Servicing LP 4500 Park Granada Calabasas, California 91302 - ---------------------------------------- ------------------------------------ (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 225-3000 -------------- 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 ( ss.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. [ ] 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 of the Registrant: Not applicable -------------- Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of December 31, 2002: Not applicable -------------- 2 DOCUMENTS INCORPORATED BY REFERENCE None. * * * This Annual Report on Form 10-K (the "Report") is filed with respect to the trust fund entitled CWABS, Inc., Asset-Backed Certificates, Series 2002-S1 (the "Trust Fund") formed pursuant to the pooling and servicing agreement dated as of April 1, 2002 (the "Pooling and Servicing Agreement") among CWABS, Inc., as depositor (the "Company"), Countrywide Home Loans, Inc., as seller (the "Seller"), Countrywide Home Loans Servicing LP, as master servicer (the "Master Servicer"), and The Bank of New York, as trustee (the "Trustee"), and Wells Fargo Bank Minnesota,N.A., as co-trustee (the "Co-Trustee"), for the issuance of CWABS, Inc., Asset-Backed Certificates, Series 2002-S1 (the "Certificates"). Certain information otherwise required to be included in this Report by the Instructions to Form 10-K has been omitted in reliance on the relief granted by the Commission to other companies in similar circumstances, including, but not limited to, the relief granted to CWMBS, Inc. (February 3, 1994) (collectively, the "Relief Letters"). 3 PART I ITEM 1. BUSINESS Not applicable. See the Relief Letters. ITEM 2. PROPERTIES Not applicable. See the Relief Letters. ITEM 3. LEGAL PROCEEDINGS There were no material pending legal proceedings relating to the Trust Fund to which any of the Trust Fund, the Trustee, the Master Servicer or the Company was a party or of which any of their respective properties was the subject during the fiscal year covered by this Report, nor is the Company aware of any such proceedings contemplated by governmental authorities. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matter was submitted to a vote of Certificateholders, and no Certificateholder consent was solicited during the fiscal year covered by this Report. 4 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS (a) Market Information. There is no established public trading market for the Certificates. (b) Holders. As of December 31, 2002 there were less than 300 holders of record of the Certificates. (c) Dividends. Not applicable. See the Relief Letters. (Information as to distributions to Certificateholders is provided in the Registrant's monthly filings on Form 8-K.) (d) Securities Authorized for Issuance Under Equity Compensation Plans. Not applicable. (e) Item 701 of Regulation S-K. Not applicable. See the Relief Letters. (f) Rule 463 of the Securities Act of 1933. Not applicable. See the Relief Letters. ITEM 6. SELECTED FINANCIAL DATA Not applicable. See the Relief Letters. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Not applicable. See the Relief Letters. ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Not applicable. See the Relief Letters. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 5 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Not applicable. See the Relief Letters. ITEM 11. EXECUTIVE COMPENSATION Not applicable. See the Relief Letters. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Information required by Item 201(d) of Regulation S-K: Not applicable. Information required by Item 403 of Regulation S-K. (a) Not applicable. See the Relief Letters. (b) Not applicable. See the Relief Letters. (c) Not applicable. See the Relief Letters. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Not applicable. See the Relief Letters. ITEM 14. CONTROLS AND PROCEDURES Not applicable. The Registrant is an Asset-Backed Issuer (as defined in Exchange Act Rules 13a-14(g) and 15d-14(g)) and is therefore not required to disclose information under Item 307 of Regulation S-K. See paragraph (c) of Item 307 of Regulation S-K. 6 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) (1) Pursuant to the Pooling and Servicing Agreement, the Master Servicer is required (i) to deliver an annual statement as to compliance with the provisions of the Pooling and Servicing Agreement and certain other matters (the "Annual Statement of the Master Servicer") and (ii) to cause a firm of independent public accountants to deliver an annual report as to compliance with the servicing provisions of the Pooling and Servicing Agreement (the "Annual Report of the Firm of Accountants"). The Annual Statement of the Master Servicer is attached as Exhibit 99.1 to this Report. The Annual Report of the Firm of Accountants is attached as Exhibit 99.2 to this Report. See Relief Letters. (2) Not applicable. (3) The required exhibits are as follows: Exhibit 3(i): Copy of Company's Certificate of Incorporation (Filed as an Exhibit to Registration Statement on Form S-3 (File No. 33-11095)). Exhibit 3(ii): Copy of Company's By-laws (Filed as an Exhibit to Registration Statement on Form S-3 (File No. 33-11095)). Exhibit 4: Pooling and Servicing Agreement (Filed as part of the Registrant's Current Report on Form 8-K filed on May 17, 2002). Exhibit 99.1: Annual Statement of the Master Servicer. Exhibit 99.2: Annual Report of the Firm of Accountants. 7 (b) Current Reports on Form 8-K filed during the last quarter ending December 31, 2002: Date of Current Report Item Reported ---------------------- ------------- September 25, 2002 Monthly report sent to certificateholders with the September 2002 distribution. October 25, 2002 Monthly report sent to certificateholders with the October 2002 distribution. November 25, 2002 Monthly report sent to certificateholders with the November 2002 distribution. (c) See subparagraph (a)(3) above. (d) Not applicable. See the Relief Letters. 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 such annual report, proxy statement, form of proxy or other soliciting material has been sent to Certificateholders. See the Relief Letters. 8 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. CWABS, INC., ASSET-BACKED CERTIFICATES, SERIES 2002-S1 By: Countrywide Home Loans Servicing LP, as Master Servicer* By: Countrywide GP, Inc. By: /s/ Joseph M. Candelario --------------------------- Name: Joseph M. Candelario Title: First Vice President Date: March 27, 2003 - ------------ * This Report is being filed by the Master Servicer on behalf of the Trust Fund. The Trust Fund does not have any officers or directors. 9 CERTIFICATION I, Richard DeLeo, certify that: 1. I have reviewed this annual report on Form 10-K, 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 CWABS, Inc., Asset-Backed Certificates, Series 2002-S1; 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 master servicer under the pooling and servicing, or similar, agreement, for inclusion in these reports is included in these reports; 4. I am responsible 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 master 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: The Bank of New York, as Trustee. Date: March 27, 2003 /s/ Richard De Leo ------------------ Richard De Leo Managing Director 10 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 such annual report, proxy statement, form of proxy or other soliciting material has been sent to Certificateholders. See the Relief Letters. 11 EXHIBIT INDEX Sequential Exhibit Document Page Number - ------- -------- ----------- 3(i) Company's Certificate of Incorporation (Filed as an Exhibit to Registration Statement on Form S-3 (File No. 33-11095)) * 3(ii) Company's By-laws (Filed as an Exhibit to Registration Statement on Form S-3 (File No. 33-11095)) * 4 Pooling and Servicing Agreement (Filed as part of the Company's Current Report on Form 8-K filed on May 17, 2002) * 99.1 Annual Statement of the Master Servicer.........................13 99.2 Annual Report of the Firm of Accountants........................15 - ---------- * Incorporated herein by reference. 12 EX-99.1 3 efc3-0516_exh991.txt Exhibit 99.1 ------------ 13 COUNTRYWIDE HOME LOANS SERVICING LP OFFICERS' CERTIFICATE ANNUAL STATEMENT OF THE MASTER SERVICER CWABS, INC. ASSET-BACKED CERTIFICATES, SERIES 2002-S1 The undersigned do hereby certify that they are each an officer of Countrywide GP, Inc., general partner of Countrywide Home Loans Servicing LP (a "Master Servicer"), and do hereby further certify pursuant to Section 3.16 of the Pooling and Servicing Agreement for the above-captioned Series (the "Agreement") that: (i) A review of the activities of the Master Servicer during the preceding calendar year and of the performance of the Master Servicer under the Agreement has been made under our supervision; and (ii) To the best of our knowledge, based on such review, the Master Servicer has fulfilled all its obligations under the Agreement throughout such year. /s/ Joseph M. Candelario Dated: March 27, 2003 JOSEPH M. CANDELARIO FIRST VICE PRESIDENT AND COMPLIANCE OFFICER /s/ Mark Wong Dated: March 27, 2003 MARK WONG SENIOR VICE PRESIDENT 14 EX-99.2 4 efc3-0516_ex992.txt Exhibit 99.2 ------------ 15 [Logo] GRANT THORNTON LLP REPORT OF INDEPENDENT ACCOUNTANTS ON MANAGEMENT'S ------------------------------------------------- ASSERTION ON COMPLIANCE WITH MINIMUM SERVICING STANDARDS -------------------------------------------------------- SET FORTH IN THE UNIFORM SINGLE ATTESTATION PROGRAM --------------------------------------------------- FOR MORTGAGE BANKERS -------------------- Board of Directors Countrywide Financial Corporation We have examined management's assertion about Countrywide Financial Corporation (formerly Countrywide Credit Industries, Inc.) and Subsidiaries' (including its wholly-owned subsidiary, Countrywide Home Loans, Inc. ("CHL") and Countrywide Home Loans Servicing, L.P., a wholly-owned subsidiary of CHL) ("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, 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 entity'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 Countrywide Financial Corporation and Subsidiaries (including its wholly-owned subsidiary, Countrywide Home Loans, Inc., and Countrywide Home Loans Servicing, L.P., a wholly-owned subsidiary of CHL) complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2002 is fairly stated, in all material aspects, except as disclosed in the attached Schedule of Findings. /s/ GRANT THORNTON LLP Los Angeles, California February 28, 2003 Suite 300 1000 Wilshire Blvd. Los Angeles, CA 90017-2464 T 213.627.1717 F 213.624.6793 W www.grantthornton.com Grant Thornton LLP US Member of Grant Thornton International Countrywide Financial Corporation SCHEDULE OF FINDINGS December 31, 2002 Statement of Condition: - ---------------------- Interest on payoffs for four (4) states was not properly credited to the mortgagor per the respective state laws due to a programming error that was not correctly identifying when the Company should be paying, or crediting, the mortgagor. Criteria: - -------- The Uniform Single Attestation Program for Mortgage Bankers, Section V, Item 4, requires that interest on escrow accounts shall be paid, or credited, to mortgagors in accordance with the applicable state laws. Effect: - ------ The Company was not properly paying, or crediting, the mortgagors for interest on payoffs during the year ended 2002. Recommendation: - -------------- The Company should identify all borrowers who are affected and refund the interest immediately. The Company should also remedy the programming error so that the system will properly identify when the mortgagor should be paid, or credited, for the interest on payoffs. Corrective Action Plan: - ---------------------- The Company investigated this matter and identified the programming error. The programming error was corrected as of February 10, 2003. The Company identified all mortgagors affected and will send a refund to each customer that would have received a refund at payoff had the error not occurred. The Company expects payment to the mortgagors to occur by April 30, 2003. The Company's Legal Department is also revalidating the interest on escrow rules for all states. The Company's Internal Audit Department will be performing testing in this area to ensure proper interest credit to mortgagors where applicable. [LOGO] 4500 Park Granada Calabasas, California 91302-1613 (818) 225-3000 Thomas K. McLaughlin Managing Director Chief Financial Officer February 28, 2003 Grant Thornton LLP 1000 Wilshire Boulevard Suite 300 Los Angeles, CA 90017 Gentlemen, As of and for the year ended December 31, 2002, Countrywide Financial Corporation (formerly Countrywide Credit Industries, Inc.,) and Subsidiaries (which includes its wholly-owned subsidiary, Countrywide Home Loans, Inc. ("CHL"), and Countrywide Home Loans Servicing, L.P., a wholly owned subsidiary of CHL) ("the Company") has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation for Mortgage Bankers, except as disclosed in the attached Schedule of Findings to the report. As of and for this same period, the Company had in effect a fidelity bond and errors and omissions policy in the amount of $215 million and $240 million, respectively. The Company investigated the matter noted in the Schedule of Findings and identified a programming error. The programming error was corrected as of February 10, 2003. The Company identified all mortgagors affected and will send a refund to each customer that would have received a refund at payoff had the error not occurred. The Company expects payment to the mortgagors to occur by April 30, 2003. The Company's Legal Department is also revalidating the interest on escrow rules for all states. The Company's Internal Audit Department will be performing testing in this area to ensure proper interest credit to mortgagors where applicable. Sincerely, /s/ Thomas K. McLaughlin - ------------------------ Thomas K. McLaughlin Senior Managing Director and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----