10-K/A 1 boa02pb2_form10ka.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: 333-65298-03 Banc of America Commercial Mortgage Inc. Commercial Mortgage Pass-Through Certificates Series 2002-PB2 Trust (Exact name of registrant as specified in its charter) New York 52-2365571 52-2365572 52-7281898 (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 8 Class A-2 7 Class A-3 3 Class A-4 24 Class B 3 Class C 2 Class D 2 Class E 2 Class F 3 Class G 1 Class H 2 Class J 2 Class K 3 Class L 1 Class M 1 Class N 1 Class O 1 Class P 1 Class Q 1 Class R-I 1 Class R-II 1 Class X-C 5 Class X-P 2 Class Z-I 1 Class Z-II 1 Total: 79 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) Bank of America, N.A., as Master Servicer b) Lennar Partners, Inc., as Special Servicer~~

(99.2) Report of Management as to Compliance with Minimum Servicing Standards for the year ended December 31, 2002. ~~a) Bank of America, N.A., as Master Servicer b) Lennar Partners, Inc., as Special Servicer~~

(99.3) Annual Statements of Compliance under the Pooling and Servicing Agreements for the year ended December 31, 2002. ~~a) Bank of America, N.A., as Master Servicer b) Lennar Partners, Inc., as Special Servicer~~

(99.4) Aggregate Statement of Principal and Interest Distributions to Certificate Holders. (b) On October 24, 2002, November 26, 2002, and December 19, 2002 reports on Form 8-K were 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: Banc of America Commercial Mortgage Inc. Commercial Mortgage Pass-Through Certificates Series 2002-PB2 Trust (Registrant) Signed: Banc of America Commercial Mtg. Inc. by Wells Fargo Bank Minnesota, N.A. its Attorney in fact By: George G. Ellison, Senior Vice President By: /s/ George G. Ellison, Senior Vice President Dated: July 24, 2003 Sarbanes-Oxley Certification I, George G. Ellison, 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 Banc of America Commercial Mortgage Inc. Commercial Mortgage Pass-Through Certificates Series 2002-PB2; 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 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 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: Wells Fargo Bank Minnesota, N.A., as Trustee; Lennar Partners, Inc., as Special Servicer; Prudential Asset Resources, Inc. as Sub-Servicer; L.J. Melody & Company of Texas, LP, as Sub-Servicer; Capstone Realty Advisors, LLC, as Sub-Servicer; Collateral Mortgage Capital, LLC, as Sub-Servicer; and Financial Federal Savings Bank, as Sub-Servicer. Date: July 24, 2003 /s/ George G. Ellison Signature Senior Vice President Title 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) PricewaterhouseCoopers (logo) PricewaterhouseCoopers LLP 214 N. Tryon Street Suite 3600 Charlotte NC 28202 Telephone (704) 344 7500 Facsimile (704) 344 4100 REPORT OF INDEPENDENT ACCOUNTANTS The the Board of Directors and Shareholder of Bank of America, N.A.: We have examined management's assertion about compliance by BA Mortgage, LLC and the Mortgage division of Bank of America, N.A. (collectively, the "Company"), which together comprise an operating division of Bank of America, N.A., with the minimum servicing standards (the "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 (Exhibit I). Management is responsible for the Company's compliance with the Standards. Our responsibility is to express an opinion on management's assertion about the Company'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 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 Standards. In our opinion, management's assertion that the Company complied with the aforementioned Standards as of and for the year ended December 31, 2002 is fairly stated, in all material respects. /s/ PricewaterhouseCoopers LLP March 7, 2003 Ex-99.1 (b) Deloitte & Touche LLP Certified Public Accountants Suite 400 200 South Biscayne Boulevard Miami, Florida 33131-2310 Ph: (305) 372-3100 Fax: (305) 372-3160 www.us.deloitte.com Deloitte & Touche (logo) INDEPENDENT ACCOUNTANT'S REPORT To the Board of Directors of Lennar Partners, Inc.: We have examined management's assertion about Lennar Partners, Inc.'s (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 applicable to the special servicing of commercial and multifamily mortgage loans 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 the Company complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2002 is fairly stated, in all material respects. /s/ Deloitte & Touche LLP February 15, 2003 Deloitte Touche Tohmatsu (logo) Ex-99.2 (a) Bank of America (logo) Exhibit 1 Bank of America Mortgage 101 E. Main Street, Suite 400 P.O. Box 35140 Louisville, Kentucky 40232 5140 Management's Assertion Concerning Compliance with USAP Minimum Servicing Standards March 7, 2003 As of and for the year ended December 31, 2002, BA Mortgage LLC, and the Mortgage division of Bank of America, N.A. (collectively, the "Company"), which together comprise an operating division of Bank of America, N.A., has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP"). As of and for this same period, the Company had in effect a fidelity bond and errors and omissions policy in the amounts of $400,000,000 and $475,000,00 respectively. /s/Kevin M. Shannon /s/H. Randall Chestnut Kevin M. Shannon H. Randall Chestnut President Senior Vice President Consumer Real Estate Bank of America, N.A. Bank of America, N.A. /s/David H. Rupp /s/Gary K. Bettin David H. Rupp Gary K. Bettin Senior Vice President Senior Vice President and Bank of America, N.A. National Servicing Executive Bank of America, N.A. /s/J. Mark Hanson J. Mark Hanson Senior Vice President Bank of America, N.A. Ex-99.2 (b) LENNAR PARTNERS An LNR Company (logo) March 1, 2003 Wells Fargo Bank Minnesota, NA 9062 Old Annapolis Road Columbia, MD 21045 Attention: Corporate Trust Services Banc of America Commercial Mortgage Inc. Series 2002-PB2 RE: Annual Independent Public Accountant's Servicing Report Banc of America Commercial Mortgage Pass Through Certificates, Series 2002 PB2 To Whom It May Concern: As of and for the year ended December 31, 2002, Lennar Partners, Inc. has complied in all material respects with the applicable minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers applicable to the commercial and multifamily mortgages for the special servicer as noted in the attachment to this assertion. As of and for this same period, Lennar Partners, Inc. had in effect a fidelity bond in the amount of $10,000,000 and an errors and omissions policy in the amount of $10,000,000. Sincerely, LENNAR PARTNERS, INC. Susan K. Chapman Vice President cc: Bank of America, NA Capital Markets Servicing Group 333 South Beaudry, CA0-703-26-10, 26th Floor Los Angeles, CA 90017 Servicing Manager 1601 Washington Avenue * Suite 700 * Miami Beach, Florida 33139 Telephone: (305) 695-5600 * Fax: (305) 695-5601 Banc of America Commercial Mortgage Pass Through Certificates, Series 2002 PB2 Page 2 Banc of America Commercial Mortgage Inc. Bank of America Corporate Center 100 North Tryon Street Charlotte, NC 28255 David A. Gertner Bank of America Corporation 100 North Tryon Street Charlotte, NC 28255 Dean Roberson, Esq. Moody's Investor's Service, Inc. 99 Church Street New York, NY 10007 Commercial MBS Monitoring Department Standard & Poor's Rating Services, Inc. 55 Water Street, 41st Floor New York, NY 10041 Commercial Mortgage Surveillance Group Ex-99.3 (a) ANNUAL OFFICER CERTIFICATION In accordance with the Servicing Agreement, I, the undersigned, hereby certify as to each Mortgage Loan being serviced by Bank of America, N.A. the following: 1. I am a duly authorized officer of Bank of America, N.A. and am empowered and authorized to issue this Annual Certification. 2. All taxes, ground rents and assessments for the Mortgages covered herein have been paid. 3. All insurance premiums for flood or other casualty insurance, and FHA premiums or Private Mortgage premiums on conventional loans have been paid and are in full force. 4. Interest is being paid on escrow in accordance with any laws, regulations, or contracts that require payment of interest on mortgagors' escrow deposit accounts. 5. Analysis had been made to ensure sufficient money was collected in the escrow year. 6. All required interest and/or monthly payment adjustment for ARM loans were made in accordance with the mortgage terms, and timely and proper notice was provided to the mortgagors. 7. With respect to FHA Section 221 mortgages that have reached the 20th anniversary of their endorsement, we will assign those mortgages that are eligible for assignment under HUD's special assignment procedures if requested on a loan basis by the investor. 8. We have complied witht Internal Revenue Service's requirements for reporting the receipt of $600 or more of interest payments (IRS 1098) from a mortgagor, for filing statements for recipients of miscellaneous income (IRS 1099-Misc) to report payments of fees to attorneys for handling liquidation proceedings, and for filing notices of acquisition of abandonment of secured property (IRS 1099- A) to report the acquisition of property by foreclosure or acceptance of a deed-in-lieu or by a mortgagor's abandonment of a property. 9. The Fidelity Bond and Errors and Omissions Coverage has been reviewed. All required coverage is in existence and none of our principal officers have been removed from coverage. 10. A viable contingency plan is in place to minimize financial loss and disruptions of service to the institution and its customers, as required by federal regulations. I FURTHER CERTIFY: A. To the best of my knowledge and upon reasonable investigation, the servicing of the Mortgage Loans during the year of 2002 has been conducted in compliance witht the Agreement except for such exceptions as I am setting forth below. Exceptions (if any): None B. A review of activities with respect to performance under the Agreement has been made under my supervision and to the best of my knowledge, based on such review, no default exists as of 12/31/02 in the fulfillment of any obligations under the Agreement other than the events of default, if any, which I am listing below with the nature and status thereof. Events of Default (if any): None Bank of America, N.A. /s/ Robert S. O'Neill Robert S. O'Neill Investor Services - Kentucky Senior Vice President Ex-99.3 (b) CERTIFICATE OF OFFICER OF LENNAR PARTNERS, INC. Pooling and Servicing Agreement dated as of May 1, 2002 (the "Agreement"), by and among Banc of America Commercial Mortgage, Inc., as Depositor, Bank of America, N.A., as Master Servicer, Wells Fargo Bank Minnesota, N.A., as Trustee and REMIC administrator and Lennar Partners, Inc., as Special Servicer (BACM 2002-PB2) The undersigned, Susan K. Chapman, as Vice President of LENNAR PARTNERS, INC., a Florida Corporation (the "Company"), in accordance with Section 3.13 of the Agreement, does hereby certify on behalf of the Company that (i) a review of the activities of the Company during the year ended December 31, 2002 and of the Company's performance under the Agreement has been made under my supervision, (ii) to the best of my knowledge, based on such review, the Company has fulfilled all of its obligations under the Agreement in all material respects through such period ended December 31, 2002 and (iii) the Company has received no notice regarding qualification, or challenging the status, of any of REMIC I, REMIC II as a REMIC or the Grantor Trust as a Grantor Trust, from the IRS or any other governmental agency or body. IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate as of the 1st day of March, 2003. /s/ Susan K. Chapman Susan K. Chapman Vice President Lennar Partners, Inc. Ex-99.4 Schedule of Year-To-Date Principal and Interest Distributions to Certificateholders Class Interest Principal Losses Ending Balance A-1 1,535,796.37 6,022,978.34 0.00 57,205,512.66 A-2 5,700,735.67 0.00 0.00 172,175,646.00 A-3 3,228,365.91 0.00 0.00 90,950,559.00 A-4 19,666,325.00 0.00 0.00 545,000,000.00 B 1,862,014.70 0.00 0.00 50,594,789.00 C 624,606.71 0.00 0.00 16,864,930.00 D 526,080.38 0.00 0.00 14,054,108.00 E 739,955.79 0.00 0.00 19,675,751.00 F 427,947.59 0.00 0.00 11,243,286.00 G 551,003.04 0.00 0.00 14,054,108.00 H 670,943.14 0.00 0.00 16,864,930.00 J 589,423.40 0.00 0.00 14,054,108.00 K 618,802.38 0.00 0.00 16,864,930.00 L 721,936.11 0.00 0.00 19,675,751.00 M 309,401.19 0.00 0.00 8,432,465.00 N 487,135.18 0.00 0.00 13,276,452.00 O 265,461.42 0.00 0.00 7,234,924.00 P 176,974.28 0.00 0.00 4,823,283.00 Q 913,247.46 0.00 0.00 25,260,130.00 R-I 0.00 0.00 0.00 0.00 R-II 0.00 0.00 0.00 0.00 X-C 3,186,932.21 0.00 0.00 0.00 X-P 4,233,446.23 0.00 0.00 0.00 Z-I 0.00 0.00 0.00 0.00 Z-II 0.00 0.00 0.00 0.00

BANC OF AMERICA COMMERCIAL MORT PASS THR CERTS SER 2002-PB2 10-K/A