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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): December 26, 2002
AMERIQUEST MORTGAGE SECURITIES INC.
(as depositor under the Pooling and Servicing Agreement,
dated as of December 1, 2002, providing for the issuance of
Asset-Backed Pass-Through Certificates, Series 2002-D)
Ameriquest Mortgage Securities Inc.
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(Exact name of registrant as specified in its charter)
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Delaware 333-99117 33-0885129
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(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 December 6, 2002, a series of certificates, entitled
Ameriquest Mortgage Securities Inc. Asset-Backed Pass-Through Certificates,
Series 2002-D (the "Certificates"), were issued pursuant to a pooling and
servicing agreement, dated as of December 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"), Deutsche Bank National Trust Company as trustee (the
"Trustee") and Federal Home Loan Mortgage Corporation ("Freddie Mac") as
guarantor of the Class A Certificates and the Class S Certificates. The
Certificates consist of eight classes of certificates (collectively, the
"Certificates"), designated as the "Class AF Certificates", "Class AV
Certificates", "Class S Certificates", "Class M-1 Certificates", "Class M-2
Certificates", "Class CE Certificates", "Class P Certificates" and "Class R
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 $1,021,941,134.60 as of
December 1, 2002 (the "Cut-off Date"). The Mortgage Loans were purchased
pursuant to the Mortgage Loan Purchase Agreement, dated November 22, 2002,
between Ameriquest and the Depositor (the "Mortgage Loan Purchase Agreement").
The Class M-1 Certificates and the Class M-2 Certificates were sold by the
Depositor to Deutsche Bank Securities Inc. (the "Underwriter"), pursuant to an
Underwriting Agreement, dated November 22, 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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AF $393,000,000.00 4.55%(2)
AV $916,850,000.00 Variable(3)
S $70,350,000.00 6.50%(4)
M-1 $10,050,000.00 Variable(5)
M-2 $10,050,000.00 Variable(5)
CE $10,049,900.00 Variable
P $100.00 N/A
R 100% N/A
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(1) Approximate.
(2) Subject to increase and subject to a rate cap as described in the
information circular.
(3) The pass-through rate on the Class AV Certificates is generally based
on one-month LIBOR plus an applicable margin and is subject to increase
and subject to a rate cap, as described in the information circular.
(4) The Class S Certificates will accrue interest for 30 months on their
notional amount at 6.50% per annum, subject to a rate cap, as described
in this information circular under "Description of the
Certificates--Pass-Through Rates." The Class S Certificates will not
accrue interest following the 30th Distribution Date.
(5) The pass-through rates on the Class M-1 Certificates and the Class M-2
Certificates are generally based on one-month LIBOR plus an applicable
margin, are subject to increase and are subject to a rate cap, as
described in the prospectus supplement.
The Class M-1 and Class M-2 Certificates, other than the Class
CE Certificates, the Class P Certificates and the Class R Certificates, and the
Mortgage Loans are more particularly described in the Prospectus, dated November
11, 2002, and the Prospectus Supplement, dated November 22, 2002, as previously
filed with the Securities and Exchange Commission pursuant to Rule 424(b). The
Class CE Certificates, the Class P Certificates and the Class R 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.
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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 December 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-D 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: December 26, 2002
AMERIQUEST MORTGAGE
SECURITIES INC.
By: /s/ John P. Grazer
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Name: John P. Grazer
Title: CFO
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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 7
December 1, 2002, by and among Ameriquest
Mortgage Securities Inc. as Depositor, Ameriquest
Mortgage Company as Master Servicer, Deutsche Bank
National Trust Company as Trustee relating to the Series
2002-D Certificates.
Exhibit 4.1