================================================================================
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): Feburary 11, 2003
AMERIQUEST MORTGAGE SECURITIES INC.
(as depositor under the Pooling and Servicing Agreement,
dated as of January 1, 2003, providing for the issuance of
Asset-Backed Pass-Through Certificates, Series 2003-AR1)
Ameriquest Mortgage Securities Inc.
-----------------------------------
(Exact name of registrant as specified in its charter)
- --------------------------------------------------------------------------------
Delaware 333-99117 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
- ---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (714) 564-0660
---------------
================================================================================
-2-
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
Description of the Certificates and the Mortgage Pool
On January 17, 2003, a series of certificates, entitled Ameriquest
Mortgage Securities Inc. Asset-Backed Pass-Through Certificates, Series 2003-AR1
(the "Certificates"), were issued pursuant to a pooling and servicing agreement,
dated as of January 1, 2003 (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" 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 $400,005,198.88 as of January 1, 2003 (the "Cut-off Date").
The Mortgage Loans were purchased pursuant to (i) the Mortgage Loan Purchase
Agreement, dated January 15, 2003 between Ameriquest as seller and the Depositor
(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 and the Class R Certificates were sold by the Depositor
to UBS Warburg LLC (the "Underwriter"), pursuant to an Underwriting Agreement,
dated January 15, 2003 (the "Underwriting Agreement") among the Depositor,
Ameriquest and the Underwriter.
-3-
The Certificates have the following initial Certificate Balances and
Pass-Through Rates:
Initial Certificate Principal
Class Balance or Notional Amount Pass-Through Rate
-------- -------------------------------- -------------------
A-1 $238,211,000.00 Variable(1)
A-2 $109,794,000.00 Variable(1)
M-1 $17,000,000.00 Variable(1)
M-2 $14,000,000.00 Variable(1)
M-3 $12,000,000.00 Variable(1)
M-4 $3,000,000.00 6.00%(2)
CE $6,000,098.88 Variable
P $100.00 Variable
R 100% N/A
_______________
(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
The Certificates, other than the Class CE Certificates, the Class P
Certificates, the 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 January 15, 2003, 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.
-4-
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable
(b) Not applicable
(c) Exhibits
Exhibit No. Description
----------- -----------
4.1 Pooling and Servicing Agreement, dated as of
January 1, 2003, 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 2003-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: February 11, 2003
AMERIQUEST MORTGAGE
SECURITIES INC.
By: /s/ John P. Grazer
------------------------
Name: John P. Grazer
Title: CFO
Index to Exhibits
-----------------
Sequentially
Exhibit No. Description Numbered Page
- ----------- ----------- -------------
4.1 Pooling and Servicing Agreement, dated as of 7
January 1, 2003, 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
2003-AR1 Certificates.
Exhibit 4.1