10-K/A 1 jpc02ci5.txt 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: 333-85954-03 J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 2002-CIBC5 (Exact name of registrant as specified in its charter) New York 52-2383391 52-2383392 52-2383393 (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 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 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 16 Class A-2 19 Class B 4 Class C 2 Class D 4 Class E 1 Class F 3 Class G 1 Class H 2 Class J 1 Class K 1 Class L 1 Class LR 1 Class M 1 Class N 1 Class NR 1 Class R 1 Class S-1 1 Class S-2 2 Class S-3 1 Class X-1 5 Class X-2 5 Total: 74 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. 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. ~~a) ARCap Special Servicing, Inc., 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, 2002. ~~a) ARCap Special Servicing, Inc., 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, 2002. ~~a) ARCap Special Servicing, Inc., 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 November 20, 2002, a report on Form 8-K was filed in order to provide the Pooling and Servicing Agreement for the Certificates. On December 19, 2002 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: J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 2002-CIBC5 (Registrant) Signed: JP Morgan Chase Commercial Mortgage Securities Corporation as Depositor By: Bianca Russo as Vice President By: /s/ Bianca Russo Dated: July 24, 2003 Sarbanes-Oxley Certification I, Steven Z. Schwartz, the President and Chief Executive Officer of J.P. Morgan Chase Commercial Mortgage Securities Corp., the depositor into the above-referenced Trust, certify that: 1. I have reviewed this Amendment No. 1 to the 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 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 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 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 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 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: Wells Fargo Bank Minnesota, N.A. as TrusteeARCap Special Servicing, Inc. as special servicer and Wachovia Bank, National Association, as Master Servicer. Date: July 24, 2003 /s/ Steven Z. Schwartz Steven Z. Schwartz President and Chief Executive Officer J.P. Morgan Chase Commercial Mortgage Securities Corp. 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 (logo) Ernst & Young LLP Suite 1500 2121 San Jacinto Street Dallas, Texas 65201 Phone: (214) 969-8000 Fax: (214) 969-8587 Telex: 6710375 www.ey.com Report on Management's Assertion on Compliance with Minimum Servicing Standards Set Forth in the Uniform Single Attestation Program for Mortgage Bankers Report of Independent Accountants Board of Directors ARCap Special Servicing, Inc. We have examined management's assertion, included in the accompanying report titled Report of Management, that ARCap Special Servicing, Inc. (the Company) complied with the minimum servicing standards set forth in the Mortgage Bankers (USAP) except, for commercial loan and multifamily loan servicing, minimum servicing standards V.4 and VI.1., which the Mortgage Bankers Association of America has interpreted as inapplicable to such servicing during the nine-month period ended December 31, 2002. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertions about the Company's compliance based on our examination. Our examination was made 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 aforementioned requirements during the nine-month period ended December 31, 2002, is fairly stated, in all material respects. This report is intended solely for the information and use of the board of directors, management, any nationally recognized rating agency, including, but not limited to, Standard & Poor's Rating Services, a division of McGraw-Hill Companies, Inc., Moody's Investor Services, Inc. and Fitch, Inc., any party to any Pooling and Servicing Agreement under which the Company acts as the Special Servicer and the Company's private investors and is not intended to be and should not be used by anyone other than these specified parties. /s/ Ernst & Young February 4, 2003 A Member Practice of Ernst & Young Global Ex-99.1(b) KPMG (logo) 401 South Tryon Street Suite 230 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 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, 2002. 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 applicable 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 during the year ended December 31, 2002 is fairly stated, in all material respects. /s/ KPMG LLP March 10, 2003 KPMG LLP. KPMG LLP, a U.S. limited liability partnership, is a member of KPMG International, a Swiss association. Ex-99.2(a) ARCap (logo) Management's Assertion on Compliance with Minimum Servicing Standards Set Forth in the Uniform Single Attestation Program for Mortgage Bankers Report of Management We, as members of management of ARCap Special Servicing, Inc. (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) except, for commercial loan and multifamily loan servicing, minimum servicing standards V.4. and VI.1., which the Mortgage Bankers Association of America has interpreted as inapplicable to such servicing. We are also responsible for establishing and maintaining effective internal control over compliance with these standards. We have performed an evaluation of the Company's compliance with the minimum servicing standards as set forth in the USAP as of December 31, 2002 and for the nine-month period then ended. Based on this evaluation, we assert that during the period 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 this same period, the Company had in effect a fidelity bond (crime) policy in the amount of $1,500,000 and an errors and omissions policy in the amount of $10,000,000. /s/ Chris Crouch Chris Crouch, Servicing Officer of ARCap Special Servicing, Inc. February 4, 2003 Ex-99.2(b) Wachovia Securities (LOGO) 8739 Research Drive Charlotte NC 28288 Commercial Loan Servicing Management Assertion As of and for the year ended December 31, 2002, 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 (USAP), except for minimum servicing standards V.4. and VI.1., which the MBA has interpreted as being inapplicable to the servicing of commercial and multi- family 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/ John M. Church March 10, 2003 John M. Church Date Managing Director/Senior Vice President Wachovia Bank National Association /s/ Timothy S. Ryan March 10, 2003 Timothy S. Ryan Date Director/Vice President Wachovia Bank National Association Wachovia is the trade name under which Wachovia Corporation conducts its investment banking, capital markets and institutional securities business through First Union Securities, Inc. ("FUSI"), member NYSE, NASD, SIPC, and through other bank and non-bank and broker-dealer subsidiaries of Wachovia Corporation, including Wachovia Bank, N.A. and First Union National Bank. Ex-99.3(a) OFFICER'S CERTIFICATE ARCap SERVICING, INC. The undersigned, James L. Duggins, the President of ARCap Servicing, Inc., formerly known as ARCap Special Servicing, Inc., the Special Servicer under that certain Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of November 4, 2002, relating to the J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 2002-CIBC5, hereby certifies as follows: 1. a review of the activities of the Special Servicer and of its performance under the Pooling and Servicing Agreement during the calendar year 2002 has been made under the undersigned's supervision; 2. to the best of the undersigned's knowledge, based on such review, the Special Servicer maintained an effective internal control system relating to its servicing of the Mortgage Loans serviced by it and has fulfilled in all material respects its obligations under the Pooling and Servicing Agreements throughout such calendar year 2002; and 3. the Special Servicer has received no notice regarding qualification, or challenging the status of either Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC from the Internal Revenue Service or any other governmental agency or body. Capitalized terms not otherwise defined herein shall have the meanings given them in the Pooling and Servicing Agreement. IN WITNESS WHEREOF, as of the 7 day of March, 2003, I have hereunto signed my name. ARCap SERVICING, INC. formerly known as ARCap Special Servicing, Inc., a Delaware corporation BY: /s/ James L. Duggins James L. Duggins, President Ex-99.3(b) WACHOVIA SECURITIES (logo) 8739 Research Drive Charlotte, NC 28288 OFFICER'S CERTIFICATE Reference is hereby made to that certain Pooling and Servicing Agreement dated as of November 4, 2002, by and among JP Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wachovia Bank National Association, as Master Servicer, ARCap Special Servicing, Inc., as Special Servicer, and Wells Fargo Bank Minnesota, N.A., as Trustee, with respect to Commercial Mortgage Pass- Through Certificates, Series 2002 CIB5 (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 4, 2002 through December 31, 2002 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 maintained an effective internal control system relating to its servicing of the Mortgage Loans (other than the 75/101 Federal Street Mortgage Loan) serviced by it and has fulfilled in all material respects its obligations under this Agreement throughout the period December 4, 2002 through December 31, 2002; and 3. The Master Servicer has received no notice regarding qualification, or challenging the status of either Loan REMIC, the Lower-Tier REMIC or the Upper- Tier as a REMIC from the Internal revenue Service or any other governmental agency or body. IN WITNESS WHEREOF, the undersigned have executed this Certificate as of the 15 day of March, 2003. /s/ Timothy E. Steward /s/ Clyde M. Alexander Timothy E. Steward, Director Clyde M. Alexander, Director Wachovia Bank National Association Wachovia Bank National Association (Formerly known as First Union (Formerly known as First Union National Bank) National Bank) Wachovia Securities is the trade name under which Wachovia Corporation conducts its investment banking, capital markets and institutional securities business through First Union Securities, Inc. ("FUSI"), member NYSE, NASD, SIPC, and through other bank and non-bank and broker-dealer subsidiaries of Wachovia Corporation including Wachovia Bank NA and First Union National Bank. Ex-99.4 Schedule of Year-To-Date Principal and Interest Distributions to Certificateholders Class Interest Principal Losses Ending Balance A-1 1,129,433.33 1,030,033.12 0.00 308,969,966.88 A-2 2,095,172.46 0.00 0.00 487,155,000.00 B 161,031.45 0.00 0.00 36,405,000.00 C 61,760.75 0.00 0.00 13,809,000.00 D 125,569.84 0.00 0.00 27,618,000.00 E 63,912.66 0.00 0.00 13,809,000.00 F 142,506.17 0.00 0.00 28,873,000.00 G 84,602.12 0.00 0.00 16,320,000.00 H 86,308.75 0.00 0.00 18,831,000.00 J 57,534.58 0.00 0.00 12,553,000.00 K 23,017.50 0.00 0.00 5,022,000.00 L 23,012.92 0.00 0.00 5,021,000.00 LR 0.00 0.00 0.00 0.00 M 40,278.33 0.00 0.00 8,788,000.00 N 11,504.17 0.00 0.00 2,510,000.00 NR 80,553.62 0.00 0.00 17,575,337.00 R 0.00 0.00 0.00 0.00 S-1 37,705.77 5,676.29 0.00 5,889,687.71 S-2 45,993.33 6,349.75 0.00 6,588,464.25 S-3 45,051.22 5,098.71 0.00 5,290,735.29 X-1 98,115.65 0.00 0.00 0.00 X-2 1,303,505.05 0.00 0.00 0.00

JP MORGAN CHASE COM MORT SEC CORP PAS THR CRT SER 2002 CIBC5 10-K/A