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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 23, 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 2002-5)
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
Description of the Certificates and the Mortgage Pool
On December 5, 2002, a series of certificates, entitled Ameriquest
Mortgage Securities Inc. Asset-Backed Pass-Through Certificates, Series 2002-5
(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") and Deutsche Bank National Trust Company as trustee (the "Trustee").
The Certificates consist of fourteen classes of certificates (collectively, the
"Certificates"), designated as the "Class AF-1 Certificates", "Class AF-2
Certificates", "Class AF-3 Certificates", "Class AF-4 Certificates", Class "AV-1
Certificates", Class "AV-2 Certificates", "Class AV-3 Certificates", "Class M-1
Certificates", "Class M-2 Certificates", "Class M-3 Certificates", "Class S
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 $351,590,621 as of
December 1, 2002 (the "Cut-off Date"). The Mortgage Loans were purchased
pursuant to (i) the Mortgage Loan Purchase Agreement, dated November 26, 2002,
between Ameriquest and the Depositor (the "Mortgage Loan Purchase Agreement").
The Class AF-1 Certificates, Class AF-2 Certificates, Class AF-3 Certificates,
Class AF-4 Certificates, the Class AV-1 Certificates, the Class AV-2
Certificates, Class AV-3 Certificates, the Class M-1 Certificates, the Class M-2
Certificates, the Class M-3 Certificates and the Class S Certificates were sold
by the Depositor to Deutsche Bank Securities Inc. (the "Underwriter"), pursuant
to an Underwriting Agreement, dated November 26, 2002 (the "Underwriting
Agreement") among the Depositor, Ameriquest and the Underwriter.
The Certificates have the following initial Certificate Balances and
Pass-Through Rates:
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Initial Certificate Principal
Class Balance or Notional Amount (1) Pass-through Rate
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AF-1 $36,300,000.00 2.60%(2)
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AF-2 $24,800,000.00 4.08%(2)
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AF-3 $11,764,000.00 5.66%(3)
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AF-4 $8,096,000.00 4.94%(3)
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AV-1 $168,840,000.00 Variable(6)
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AV-2 $85,000,000.00 Variable(6)
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AV-3 $70,000,000.00 Variable(6)
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M-1 $21,160,000.00 Variable(6)
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M-2 $16,100,000.00 Variable(6)
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M-3 $13,800,000.00 Variable(6)
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S $24,150,000.00 6.00%(6)
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CE $4,139,900.00 Variable
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P $100.00 N/A
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R 100% N/A
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(1) Approximate.
(2) Subject to a rate cap as described in this prospectus supplement.
(3) Subject to increase and subject to a rate cap, as described in this
prospectus supplement.
(4) Notional Amount as provided in this prospectus supplement.
(5) The pass-through rate on the Class S Certificates is 6.00% per annum for
each interest accrual period for the 1st Distribution Date through the 30th
Distribution Date and is subject to a rate cap, as described in this
prospectus supplement. The Class S Certificates will not accrue interest
following the interest accrual period for the 30th Distribution Date.
(6) The pass-through rates on the Class AV-1 Certificates, the Class AV-2
Certificates, the Class AV-3 Certificates, the Class M-1 Certificates, the
Class M-2 Certificates and the Class M-3 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 this prospectus supplement.
The 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 26, 2002, and the
Prospectus Supplement, dated November 11, 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
(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
2002-5 Certificates.
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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 23, 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 and Deutsche Bank National Trust
Company as Trustee relating to the Series
2002-5 Certificates.
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Exhibit 4.1