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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, 2003
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 333-108944-01
Wachovia Commerical Mortgage Securities, Inc.
Commercial Mortgage Pass-Through Certificates
Series 2003-C8
(Exact name of registrant as specified in its charter)
New York 54-2135796
54-2135797
54-6593425
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Wells Fargo Bank, 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.
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2).
Yes___ No X
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of
such common equity, as of the last business day of the registrant's most
recently completed second fiscal quarter.
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 15(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 trust created under the Pooling and Servicing
Agreement (the Trust), the Trustee, the Servicer or the
registrant with respect to the Trust 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, 2003, the number of holders of
record for each class of Certificate were as follows:
Class A-1 6
Class A-2 20
Class A-3 15
Class A-4 17
Class B 7
Class C 4
Class D 5
Class E 4
Class F 6
Class G 4
Class H 8
Class J 3
Class K 3
Class L 3
Class M 3
Class N 3
Class O 3
Class P 3
Class R-I 1
Class R-II 1
Class X-C 4
Class X-P 6
Class Z 1
Total: 130
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 15(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.
Item 9A. Controls and Procedures.
Not applicable.
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. Principal Accounting Fees and Services.
Not applicable.
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Exhibits
Ex-(31.1) Rule 13a-14(a)/15d-14(a) Certification
(99.1) Annual Independent Accountants' Servicing Reports concerning
servicing activities for the year ended December 31, 2003.
a) Clarion Partners, LLC, as Special Servicer
b) Wachovia Bank, National Association, as Master Servicer
(99.2) Report of Management as to Compliance with Minimum Servicing
Standards for the year ended December 31, 2003.
a) Clarion Partners, LLC, as Special Servicer
b) Wachovia Bank, National Association, as Master Servicer
(99.3) Annual Statements of Compliance under the Pooling and Servicing
Agreements for the year ended December 31, 2003.
a) Clarion Partners, LLC, as Special Servicer
b) Wachovia Bank, National Association, as Master Servicer
(99.4) Aggregate Statement of Principal and Interest Distributions to
Certificate Holders.
(b) On December 10, 2004, a report on Form 8-K was filed in order to
provide the Pooling and Servicing Agreement for the Certificates.
On December 24, 2003 a report on Form 8-K was filed by the Company in
order to provide the statements for the monthly distributions to
holders of the Certificates. No other reports on Form 8-K have been
filed during the last quarter of the period covered by this report.
(c) Not applicable.
(d) Omitted.
Filed herewith.
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:
Wachovia Commerical Mortgage Securities, Inc.
Commercial Mortgage Pass-Through Certificates
Series 2003-C8
(Registrant)
Signed: Wachovia Commerical Mortgage Securities, Inc. as Depositor
By: Charles L. Culbreth, Managing Director
By: /s/ Charles L. Culbreth, Managing Director
Dated: March 30, 2004
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.
Exhibit Index
Ex-(31.1) Rule 13a-14(a)/15d-14(a) Certification
Wachovia Bank Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates
Series 2003-C8 (the "Trust")
I, Charles L. Culbreth, a Vice President of Wachovia Commercial Mortgage
Securities, Inc., the depositor into the above-referenced Trust, certify
that:
1. I have reviewed this annual report on Form 10-K, and all reports on
Form 8-K containing distribution date reports filed in respect of periods
included in the year covered by this annual report, of 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 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 master servicer and the special
servicer under the pooling and servicing agreement for inclusion
in these reports is included in these reports;
4. Based on my knowledge and upon the annual compliance statement
included in this annual report and required to be delivered to the
trustee in accordance with the terms of the pooling and servicing
agreement, and except as disclosed in this annual report, the
master servicer and the special servicer have fulfilled their
obligations under the pooling and servicing agreement; and
5. This annual report discloses all significant deficiencies relating to
the master servicer's or special 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 agreement, that
is included in this annual report.
In giving the certifications above, I have reasonably relied on
information provided to me by the following unaffiliated parties:
Clarion Partners, LLC and Wells Fargo Bank Minnesota, N.A.
Date: March 30, 2004
/s/ Charles L. Culbreth
Signature
Managing Director
Title
EX-99.1 (a)
ERNST & YOUNG (Logo)
Ernst & Young LLP
5 Times Square
New York, New York 10036-6530
Phone: (212) 773-3000
www.ey.com
Report of Independent Accountants
We have examined management's assertion, included in the accompanying Report
of Management on Compliance, that Clarion Partners, LLC ("the Company")
complied with all of the requirements of Section 3 of the Pooling and Servicing
Agreement for the Wachovia Commercial Mortgage Securities, Inc., Commercial
Mortgage Pass-Through Certificates Series 2003-C8 ("the Agreement") for
the period from November 1, 2003 to December 31, 2003. Management is
responsible 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 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 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
requirements of Section 3 of the Agreement for the period from November 1, 2003
to December 31, 2003, is fairly stated, in all material respects.
This report is intended solely for the information and use of the Company,
Wachovia Commercial Mortgage Securities, Inc., as Depositor, Wachovia Bank,
National Association, as Master Servicer, Wells Fargo Bank Minnesota, N.A., as
Trustee, the Rating Agencies, Underwriters, and the Controlling Class
Representative, as defined, and is not intended to be and should not be used by
anyone other than these specified parties.
/s/ Ernst & Young LLP
March 11, 2004
A Member Practice of Ernst & Young Global
EX-99.1 (b)
KPMG (logo)
KPMG LLP
Suite 2300
401 South Tryon Street
Three First Union Center
Charlotte, NC 28202-1911
Independent Accountants' Report
The Board of Directors
Wachovia Bank National Association:
We have examined management's assertion, included in the accompanying report,
that the Commercial Real Estate Servicing Division of Wachovia Bank National
Association (the Bank) complied with the minimum servicing standards set forth
in the Mortgage Bankers Association of America's ("MBA's") Uniform Single
Attestation Program for Mortgage Bankers, except for minimum servicing
standards V.4 and VI.1, which the MBA has interpreted as being inapplicable to
the servicing of commercial and multifamily loans, as of and for the year
ended December 31, 2003. 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 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 the Bank'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 the Bank's compliance with
the minimum servicing standards.
In our opinion, management's assertion that the Bank has complied with the
aforementioned minimum servicing standards as of and for the year ended
December 31, 2003 is fairly stated, in all material respects.
/s/ KPMG LLP
March 10, 2004
KPMG LLP, a U.S. limited liability partnership, is the U.S.
member of KPMG international, a Swiss cooperative.
EX-99.2 (a)
ING (Logo)
REAL ESTATE
INVESTMENT MANAGEMENT
Report of Management on Compliance
We, as members of management of Clarion Partners, LLC (the "Company"), are
responsible for complying with the requirements of Section 3 of the Pooling and
Servicing Agreement for the Wachovia Commercial Mortgage Securities, Inc.,
Commercial Mortgage Pass-Through Certificates Series 2003-C8 (the
"Agreement"). We also are responsible for establishing and maintaining
effective internal control over compliance with the requirements of Section 3
of the Agreement. We have performed an evaluation of the Company's compliance
with the requirements of Section 3 of the Agreement for the period from
November 1,2003 to December 31, 2003. Based on this evaluation, we assert
that for the period from November 1, 2003 to December 31, 2003, the Company
complied with all of the requirements of Section 3 of the Agreement.
March 11, 2004
Clarion Partners, LLC,
a New York limited liability
company, its authorized agent
By: /s/ J. Michael O'Brien
J. Michael O'Brien
Authorized Person
ING CLARION PARTNERS
230 Park Avenue, New York, NY 10169
T 212.883.2500 F 212.883.2700
E name.surname@ingclarion.com
www.ingclarion.com
EX-99.2 (b)
Wachovia Securities
8739 Research Drive, URP4
Charlotte, NC 28288
Wachovia Securities (logo)
Management Assertion
As of and for the year ended December 31,2003, the Commercial Real Estate
Servicing Division of Wachovia Bank National Association (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, except for minimum servicing
standards V.4. and VI.l., which the MBA has interpreted as being inapplicable
to the servicing of commercial and multifamily loans. As of and for this same
period, the Bank had in effect a fidelity bond and errors and omissions policy
in the amount of $200 million and $20 million, respectively.
/s/ Alan Kronovet 3/10/04
Alan Kronovet Date
Director/Vice President
Wachovia National Bank
/s/ Steven Johnson 3/10/04
Steven Johnson Date
Director
Wachovia National Bank
EX-99.3 (a)
(Logo) ING
REAL ESTATE
INVESTMENT MANAGEMENT
March 17, 2004
Wells Fargo Bank, N.A.
Corporate Trust Services
9062 Old Annapolis Road
Columbia, MD 21045
Attn: Corporate Trust Services, Wachovia Bank Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates Series 2003-C8
Wachovia Commercial Mortgage Securities, Inc.
301 South College Street
Charlotte, NC 28288
Attn: William J. Cohane, Director
Wachovia Bank, National Association NC 1075
8739 Research Drive URP4
Charlotte, NC 28262
Attn: Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2003 - C8
Clarion Capital, LLC
230 Park Avenue 12'h Floor
New York, NY 10169
Attn: Stephen Baines
Moody's Investors Service, Inc.
99 Church Street
New York, NY 10007
Attn: CMBS Surveillance Group
S & P Ratings Services
55 Water Street, 10th Floor
New York, NY 10041
Attn: CMBS Survci1lance Department
Citigroup Global Markets
388 Greenwich Street, 11th Floor
New York, NY 10013
Attn: Mr. David Tibbals
ABN AMRO Incorporated
55 East 52nd Street
New York, NY 10055 Attn: Frank Forelle
Goldman Sachs & Co.
85 Broad Street
New York, NY 10004
Attn: Rolf Edwards
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, NY 10036
Attn: Andrew Berman
RE: Wachovia Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-
Through Certificates Series 2003-C8
Dear Sir or Madam:
This Officer's Certificate is provided to you by Clarion Partners, LLC
("Clarion") pursuant to Section 3.14 of that certain Pooling and Servicing
Agreement ("PSA") dated as of November 1, 2003 relative to the above referenced
securitization for which Clarion acts as Special Servicer. Capitalized terms
used herein shal1 bear the meaning ascribed to them in the PSA unless otherwise
defined in this letter.
ING CLARION PARTNERS
230 Park Avenue, New York, NY 10169
T 212.883,2500 F 212.883.2700
E name.surname@ingclarion.com
www.ingclarion.com
(Logo) ING
REAL ESTATE
INVESTMENT MANAGEMENT
The undersigned officer, on behalf of Clarion, hereby informs you that (i) a
review of the activities of the Special Servicer and of its performance under
this Agreement has been made under such officer's supervision, (ii) to the best
of such officer's knowledge, based on such review, the Special Servicer has
fulfilled all of its obligations under this Agreement in all material respects
throughout such year, or, if there has been a default in the fulfi1lment of any
such obligation, it has been noted herein, and (iii) the Special Servicer has
received no notice regarding qualification, or challenging the status, of REMIC
I or REMIC II as a REMIC under the REMIC Provisions or of the Grantor Trust as
a "grantor trust" for income tax purposes under the Grantor Trust Provisions
from the Internal Revenue Service or any other governmental agency or body.
Sincerely,
Clarion Partners, LLC
A New York limited liability company,
its authorized agent
By: /s/ J. Michael O'Brien
Authorized Person
EX-99.3 (b)
Wachovia Securities
8739 Research Drive, URP4
Charlotte, NC 28288
(logo) WACHOVIA SECURITIES
OFFICER'S CERTIFICATE
Reference is hereby made to that certain Pooling and Servicing Agreement
dated as of November 1, 2003, by and among Wachovia Commercial Mortgage
Securities, Inc., as Depositor, Wachovia Bank, National Association, as Master
Servicer, Clarion Partners, Inc., as Special Servicer, and Wells
Fargo Bank Minnesota, N.A., as Trustee, with respect to Commercial Mortgage
Pass-Through Certificates, Series 2003-C8 (the "Agreement"). Capitalized terms
used herein not otherwise defined shall have the meanings assigned in the
Agreement.
Pursuant to Section 3.13 of this Agreement, Timothy E. Steward and Clyde M.
Alexander, Directors of the Master Servicer, do hereby certify that:
1) A review of the activities of the Master Servicer during the period from
November 1, 2003 through December 31, 2003 and of its performance under
the Agreement during such period has been made under our supervision; and
2) To the best of our knowledge, based on such review, the Master Servicer has
fulfilled all of its material obligations under this Agreement in all
material respects throughout the period November 1, 2003 through December 31,
2003; and
3) The Master Servicer has received no notice regarding qualification, or
challenging the status, of either REMIC I or REMIC II as a REMIC under the
REMIC Provisions or of the Grantor Trust as a "grantor trust" for income tax
purposes under the Grantor Trust Provisions from the Internal Revenue Service
or any other governmental agency or body.
IN WITNESS WHEREOF, the undersigned have executed this Certificate
as of the 12th day of March 2004.
/s/ Timothy E. Steward
Timothy E. Steward, Director
Wachovia Bank National Association
/s/ Clyde M. Alexander
Clyde M. Alexander, Director
Wachovia Bank National Association
Ex-99.4
Schedule of Year-To-Date Principal and Interest Distributions to
Certificateholders
Class Interest Principal Losses Ending Balance
A-1 472,947.30 1,070,920.18 0.00 163,719,079.82
A-2 605,354.75 0.00 0.00 186,550,000.00
A-3 895,437.84 0.00 0.00 241,738,000.00
A-4 881,540.21 0.00 0.00 213,104,000.00
B 122,509.84 0.00 0.00 29,227,000.00
C 53,370.19 0.00 0.00 13,396,000.00
D 112,522.60 0.00 0.00 28,009,000.00
E 54,709.79 0.00 0.00 13,396,000.00
F 66,369.46 0.00 0.00 15,831,000.00
G 51,054.72 0.00 0.00 12,178,000.00
H 66,369.46 0.00 0.00 15,831,000.00
J 30,633.67 0.00 0.00 7,307,000.00
K 25,527.36 0.00 0.00 6,089,000.00
L 20,421.05 0.00 0.00 4,871,000.00
M 10,212.62 0.00 0.00 2,436,000.00
N 20,421.05 0.00 0.00 4,871,000.00
O 10,212.62 0.00 0.00 2,436,000.00
P 51,055.95 0.00 0.00 12,178,293.84
R-I 0.00 0.00 0.00 0.00
R-II 0.00 0.00 0.00 0.00
X-C 36,102.46 0.00 0.00 0.00
X-P 497,597.34 0.00 0.00 0.00
Z 0.00 0.00 0.00 0.00