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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 10, 2002
AMERIQUEST MORTGAGE SECURITIES INC.
(as depositor under the Pooling and Servicing Agreement,
dated as of August 1, 2002, providing for the issuance of
Asset-Backed Pass-Through Certificates, Series 2002-AR1)
Ameriquest Mortgage Securities Inc.
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(Exact name of registrant as specified in its charter)
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Delaware 333-77012 33-0885129
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
1100 Town & Country Road, Suite 1100
Orange, California 92868
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (714) 564-0660
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Item 2. Acquisition or Disposition of Assets
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Description of the Certificates and the Mortgage Pool
On August 26, 2002, a series of certificates, entitled
Ameriquest Mortgage Securities Inc. Asset-Backed Pass-Through Certificates,
Series 2002-AR1 (the "Certificates"), were issued pursuant to a pooling and
servicing agreement, dated as of August 1, 2002 (the "Agreement"), attached
hereto as Exhibit 4.1, among Ameriquest Mortgage Securities Inc. as depositor
(the "Depositor"), Ameriquest Mortgage Company ("Ameriquest") as master servicer
(the "Master Servicer") and Deutsche Bank National Trust Company as trustee (the
"Trustee"). The Certificates consist of ten classes of certificates
(collectively, the "Certificates"), designated as the "Class A-1 Certificates",
"Class A-2 Certificates", "Class M-1 Certificates", "Class M-2 Certificates",
"Class M-3 Certificates", "Class M-4 Certificates", "Class CE Certificates",
"Class P Certificates", "Class R Certificates" and "Class R-X Certificates". The
Certificates evidence in the aggregate the entire beneficial ownership interest
in a trust fund (the "Trust Fund"), consisting of a pool of mortgage loans (the
"Mortgage Pool'") of conventional, one- to four- family, adjustable rate and
fixed rate, first lien mortgage loans having original terms to maturity up to 30
years (the "Mortgage Loans"). The Mortgage Pool consist of Mortgage Loans having
an aggregate principal balance of $824,519,000.00 as of August 1, 2002 (the
"Cut-off Date"). The Mortgage Loans were purchased pursuant to (i) the Mortgage
Loan Purchase Agreement, dated August 21, 2002, among Ameriquest, the Depositor
and Salomon Brothers Realty Corp. as seller (the "Mortgage Loan Purchase
Agreement"). The Class A-1 Certificates, the Class A-2 Certificates, the Class
M-1 Certificates, the Class M-2 Certificates and the Class M-3 Certificates, the
Class M-4 Certificates, the Class CE Certificates, the Class P Certificates, the
Class R Certificates and the Class R-X Certificates were sold by the Depositor
to Salomon Smith Barney Inc. (the "Underwriter"), pursuant to an Underwriting
Agreement, dated August 21, 2002 (the "Underwriting Agreement") among the
Depositor, Ameriquest and the Underwriter.
The Certificates have the following initial Certificate Balances and
Pass-Through Rates:
Initial Certificate Principal
Class Balance or Notional Amount Pass-Through Rate
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A-1 $541,475,000.00 Variable(1)
A-2 $134,085,000.00 Variable(1)
M-1 $58,745,000.00 Variable
M-2 $44,058,000.00 Variable
M-3 $37,764,000.00 Variable
M-4 $8,392,000.00 Variable
CE $14,694,555.00 Variable
P $100.00 Variable
R 100% N/A
R-X 100% N/A
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(1) [Subject to a rate cap as described in the Pooling and Servicing Agreement
(2) Subject to increase and subject to a rate cap, as described in the Pooling
and Servicing Agreement
(3) Initial Notional Amount]
The Certificates, other than the Class CE Certificates, the
Class P Certificates, the Class R Certificates and the Class R-X Certificates,
and the Mortgage Loans are more particularly described in the Prospectus, dated
August 21, 2002, and the Prospectus Supplement, dated August 21, 2002, as
previously filed with the Securities and Exchange Commission pursuant to Rule
424(b). The Class CE Certificates, the Class P Certificates, the Class R
Certificates and the Class R-X Certificates have not been and will not be
publicly offered by the Depositor. Capitalized terms used but not otherwise
defined herein shall have the meanings assigned to them in the Prospectus
Supplement.
Item 7. Financial Statements and Exhibits
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(a) Not applicable
(b) Not applicable
(c) Exhibits
Exhibit No. Description
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4.1 Pooling and Servicing Agreement, dated as of
August 1, 2002, by and among Ameriquest
Mortgage Securities Inc. as Depositor,
Ameriquest Mortgage Company as Master Servicer
and Deutsche Bank National Trust Company as
Trustee relating to the Series 2002-AR1
Certificates.
SIGNATURES
Pursuant to the requirements 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.
Dated: August 23, 2002
AMERIQUEST MORTGAGE SECURITIES INC.
By: /s/ Diane Tiberend
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Name: Diane Tiberend
Title: Secretary
Index to Exhibits
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Sequentially
Exhibit No. Description Numbered Page
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4.1 Pooling and Servicing Agreement, dated as of August 1, 7
2002, by and among Ameriquest Mortgage Securities Inc. as
Depositor, Ameriquest Mortgage Company as Master Servicer
and Deutsche Bank National Trust Company as Trustee
relating to the Series 2002-AR1 Certificates.
Exhibit 4.1