10-K/A 1 wbt03c08_form10k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (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 (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: April 5, 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: April 5, 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 Certified Public Accountants To Clarion Partners, LLC We have examined management's assertion, included in the accompanying report titled Report of Management, that Clarion Partners, LLC (the "Company") complied with the servicing standards identified in Exhibit A to the Report of Management (the "specified minimum servicing standards") as set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) for the Wachovia Commercial Mortgage Securities, Inc. Commercial Mortgage Pass-Through Certificates Series 2003-C8 for the period from November 1, 2003 to December 31, 2003. Management is responsible for the Company's compliance with those specified minimum servicing 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 specified 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 specified minimum servicing standards. In our opinion, management's assertion that the Company complied with the aforementioned specified minimum servicing standards for the period from November 1, 2003 to December 31, 2003, is fairly stated, in all material respects. /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 We, as members of management of Clarion Partners, LLC (the "Company"), are responsible for complying with the servicing standards identified in the attached Exhibit A (the "specified minimum servicing standards") as set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) for the Wachovia Commercial Mortgage Securities, Inc. Commercial Mortgage Pass-Through Certificates Series 2003-C8. We are also responsible for establishing and maintaining effective internal control over compliance with these specified minimum servicing standards. We have performed an evaluation of the Company's compliance with the specified minimum servicing standards 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, in all material respects, with the specified minimum servicing standards. 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 Exhibit A Specified Minimum Servicing Standards Minimum Servicing Standards Applicable to Clarion Partners,LLC as Special Servicer for Wachovia Commercial Mortgage Securities, Inc. Commercial Mortgage Pass- Through Certificates Series 2003-C8 Minimum Servicing Standards Applicable Not Applicable I. Custodial Bank Accounts 1. Reconciliations shall be prepared on a monthly basis for all custodial bank accounts and related bank clearing accounts. ___________ _____X_____ 2. Funds of the servicing entity shall be advanced in cases where there is an overdraft in an investor's or a mortgagor's account. ___________ _____X_____ 3. Each custodial account shall be maintained at a federally insured depository institution in trust for the applicable investor. ___________ _____X_____ 4. Escrow funds held in trust for a mortgagor shall be returned to the mortgagor within thirty (30) calendar days of payoff of the mortgage loan. ___________ _____X_____ II. Mortgage Payments 1. Mortgage payments shall be deposited into the custodial bank accounts and related bank clearing accounts within two business days of receipt. ___________ _____X_____ 2. Mortgage payments made in accordance with the mortgagor's loan documents shall be posted to the applicable mortgagor records within two business days of receipt. ___________ _____X_____ 3. Mortgage payments shall be allocated to principal, interest, insurance, taxes or other escrow items in accordance with the mortgagor's loan documents. _____X_____ ___________ 4. Mortgage payments identified as loan payoffs shall be allocated in accordance with the mortgagor's loan documents. _____X_____ ___________ Minimum Servicing Standards Applicable Not Applicable III. Disbursements 1. Disbursements made via wire transfer on behalf of a mortgagor or investor shall be made only by authorized personnel. ___________ _____X_____ 2. Disbursements made on behalf of mortgagor or investor shall be posted within two business days to the mortgagor's or investor's records maintained by the servicing entity. ___________ _____X_____ 3. Tax and insurance payments shall be made on or before the penalty or insurance policy expiration dates, as indicated on tax bills and insurance premium notices, respectively, provided that such support has been received by the servicing entity at least thirty (30) calendar days prior to these dates. ___________ _____X_____ 4. Any late payment penalties paid in conjunction with the payment of any tax bill or insurance premium notice shall be paid from the servicing entity's funds and not charged to the mortgagor, unless the late payment was due to the mortgagor's error or omission. ___________ _____X_____ 5. Amounts remitted to investors per the servicer's investor reports shall agree with canceled checks, or other form of payment, or custodial bank statements. ___________ _____X_____ 6. Unused checks shall be safeguarded so as to prevent unauthorized access. ___________ _____X_____ IV. Investor Accounting and Reporting 1. The servicing entity's investor reports shall agree with or reconcile to investors' records on a monthly basis as to the total unpaid principal balance and number of loans serviced by the servicing entity. _____X_____ ___________ V. Mortgagor Loan Accounting 1. The servicing entity's mortgage loan records shall agree with, or reconcile to, the records of mortgagors with respect to the unpaid principal balance on a monthly basis. ___________ _____X_____ 2. Adjustments on ARM loans shall be computed based on the related mortgage note and any ARM rider. ___________ _____X_____ Minimum Servicing Standards Applicable Not Applicable V. Mortgage Loan Accounting (Continued) 3. Escrow accounts shall be analyzed, in accordance with the mortgagor's loan documents, on at least an annual basis. ___________ _____X_____ 4. Interest on escrow accounts shall be paid, or credited, to mortgagors in accordance with the applicable state laws. (A compilation of state laws relating to the payment of interest on escrow accounts may be obtained through the MBA's FAX ON DEMAND service. For more information, contact MBA. ___________ _____X_____ VI. Delinquencies 1. Records documenting collection efforts shall be maintained during the period a loan is in default and shall be updated at least monthly. Such records shall describe the entity's activities in monitoring delinquent loans including, for example, phone calls, letters and mortgage payment rescheduling plans in cases where the delinquency is deemed temporary (e.g., illness or unemployment). _____X_____ ___________ VII. Insurance Policies 1. A fidelity bond and errors and omissions policy shall be in effect on the servicing entity throughout the reporting period in the amount of coverage represented to investors in management's assertion. _____X_____ ___________ 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

WACHOVIA COMMERCIAL MORT SEC INC COM MOR PS THR CER SE 03-C8 10-K/A