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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number: 333-97873
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CWABS, Inc.
CWABS Master Trust, Series 2002-H Subtrust,
Revolving Home Equity Loan Asset Backed Securities, Series 2002-H
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(Exact name of Registrant as specified in its charter)
Delaware 95-4449516
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(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
c/o Bank One, National Association
1 Bank One Plaza
Suite IL1-0126
Chicago, Illinois 60670
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 407-1902
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Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act: None
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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
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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
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State the aggregate market value of the voting and non-voting common equity
held by non-affiliates of the Registrant: Not applicable
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Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of December 31, 2002: Not applicable
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DOCUMENTS INCORPORATED BY REFERENCE
None.
* * *
This Annual Report on Form 10-K (the "Report") is filed with respect to
a trust entitled CWABS Master Trust (the "Master Trust"), a business trust
formed under the laws of the State of Delaware pursuant to the master trust
agreement (the "Master Trust Agreement"), dated as of August 28, 2000, between
CWABS, Inc., as depositor, and Wilmington Trust Company, as owner trustee (the
"Owner Trustee"), and the subtrust created under the Master Trust entitled the
Series 2002-H Subtrust (together with the Master Trust, the "Trust"), formed
pursuant to a Series 2002-H Trust Supplement, dated as of November 27, 2002
(the "Series Trust Supplement"), among CWABS, Inc. (the "Company") and the
Owner Trustee, for the issuance of CWABS, Inc., Revolving Home Equity Loan
Asset Backed Securities, Series 2002-H (the "Securities"), issued pursuant to
an Indenture, dated November 27, 2002 (the "Indenture"), between the Master
Trust and Bank One, National Association, as indenture trustee (the
"Trustee"). The assets of the Trust will be comprised of assets received
pursuant to a sale and servicing agreement, dated November 27, 2002 (the "Sale
and Servicing Agreement") among the Company, as depositor, Countrywide Home
Loans, Inc., as sponsor and master servicer (the "Master Servicer"), the
Master Trust and the Trustee, as indenture trustee. 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 the CWMBS, Inc. (February 3, 1994) (collectively, the
"Relief Letters").
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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 to which any of the Trust, 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 Securityholders, and no
Securityholder consent was solicited during the fiscal year covered
by this Report.
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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 Securities.
(b) Holders. As of December 31, 2002 there were less than 300
holders of record of the Securities.
(c) Dividends. Not applicable. See the Relief Letters.
(Information as to distributions to Securityholders 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.
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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.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) Pursuant to the Sale and Servicing Agreement, the
Master Servicer is required (i) to deliver an annual
statement as to compliance with the provisions of the
Sale 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 Sale 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(i): Sale and Servicing
Agreement (Filed as part of the Registrant's Current
Report on Form 8-K filed on February 6, 2003).
Exhibit 4(ii): Indenture (Filed as
part of the Registrant's Current Report on Form 8-K
filed on February 6, 2003).
Exhibit 99.1: Annual Statement of
the Master Servicer.
Exhibit 99.2: Annual Report of the
Firm of Accountants.
Exhibit 99.3: Audited financial
statements of Financial Guaranty Insurance Company
(The Registrant hereby undertakes to file the
financial statements of Financial Guaranty Insurance
Company as an Exhibit to Form 10-K/A amending this
Form 10-K promptly following the date on which such
financial statements become available).
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(b) Current Reports on Form 8-K filed during the last quarter ending
December 31, 2002:
Date of Current Report Item Reported
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November 19, 2002 Computational Materials of
Countrywide Securities Corporation
November 27, 2002 Description of the Notes and the
Mortgage Pool
November 27, 2002 Filing of Form T-1 to designate
Bank One, National Association to
act as eligible trustee
November 27, 2002 Audited financial statements of
Financial Guaranty Insurance Company
December 13, 2002 Description of the Mortgage Pool
(c) See subparagraph (a)(3) above.
(d) Not applicable. See the Relief Letters.
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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.
CWABS, INC.,
CWABS MASTER TRUST, SERIES 2002-H SUBTRUST,
REVOLVING HOME EQUITY LOAN ASSET BACKED
SECURITIES, SERIES 2002-H
By: Bank One, National Association,
as Trustee*
By: /s/ Barbara Grosse
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Name: Barbara G. Grosse
Title: Vice President
Date: March 27, 2003
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* This Report is being filed by the Trustee on behalf of the Trust. The
Trust does not have any officers or directors.
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CERTIFICATION
I, Barbara G. Grosse, 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
Master Trust (for the Series 2002-H Subtrust);
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. 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, or similar,
agreement, and except as disclosed in the reports, the servicer has
fulfilled its obligations under the servicing 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:
Countrywide Home Loans, Inc.
Date: March 27, 2003
/s/ Barbara G. Grosse
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Barbara G. Grosse
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 such annual report, proxy statement, form of proxy or other soliciting
material has been sent to Securityholders. See the Relief Letters.
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EXHIBIT INDEX
Sequential
Exhibit Document Page Number
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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(i) Sale and Servicing Agreement (Filed as part
of the Company's Current Report on Form 8-K
filed on February 6, 2003) *
4(ii) Indenture (Filed as part of the Registrant's Current Report on
Form 8-K filed on February 6, 2003).
99.1 Annual Statement of the Master Servicer.........................13
99.2 Annual Report of the Firm of Accountants........................15
1
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* Incorporated herein by reference.
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