UNITED STATES 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 1, 2004 Financial Asset Securities Corp. (Exact name of registrant as specified in its charter) Delaware 333-111379 06-1442101 - -------- ---------- ---------- (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 600 Steamboat Road, Greenwich, Connecticut 06830 (Address of principal executive offices) ----- (Zip Code) Registrant's telephone number, including area code (203) 625-2700 (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) SECTION 2 - COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS On September 15, 2004, a single series of certificates, entitled First Franklin Mortgage Loan Trust 2004-FFH3, Asset-Backed Certificates, Series 2004-FFH3 (the "Certificates"), were issued pursuant to a pooling and servicing agreement, dated as of September 1, 2004 (the "Agreement"), among Financial Asset Securities Corp. (the "Depositor"), Saxon Mortgage Services, Inc., as servicer ("Saxon") and Wells Fargo Bank, N.A. (the "Trustee"). On November 16, 2004, following the closing of the initial issuance of the Certificates, the Trustee purchased from the Depositor certain Subsequent Mortgage Loans, as defined in the Agreement, with an aggregate Stated Principal Balance equal to $554,303,620.26 with funds on deposit in the pre-funding accounts (the "Group I Pre-Funding Account" and the "Group II Pre-Funding Account"; together the "Pre-Funding Accounts") established pursuant to the Agreement at a purchase price equal to the Stated Principal Balance thereof, which Subsequent Mortgage Loans were conveyed to the Trustee pursuant to a Subsequent Transfer Instrument, dated November 16, 2004 (the "Instrument"), between the Depositor and the Trustee. Attached to the Instrument is the Mortgage Loan Schedule listing the Subsequent Mortgage Loans that are the subject of such Instrument. SECTION 8 - OTHER EVENTS ITEM 8.01. OTHER EVENTS Description of the Mortgage Pool The Certificates, issued pursuant to the Agreement, evidence in the aggregate the entire beneficial ownership interest in a trust fund (the "Trust Fund"), consisting primarily of a segregated pool (the "Mortgage Pool") of conventional, one- to four- family, first lien, adjustable-rate and fixed-rate mortgage loans having original terms to maturity of not greater than 30 years (the "Mortgage Loans"). After the Subsequent Transfer Date, the Trust Fund primarily consisted of the Mortgage Pool, which consisted of Group I Mortgage Loans having an aggregate Stated Principal Balance of approximately $627,746,390.51, and Group II Mortgage Loans having an aggregate Stated Principal Balance of approximately $872,253,608.82. The tables attached as an exhibit hereto describe certain characteristics of the Mortgage Pool as of the respective applicable Subsequent Cut-off Date. -2- SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (a) Not applicable (b) Not applicable (c) Exhibits -3- Exhibit No. Description - ----------- ----------- 4.2 Subsequent Transfer Instrument, dated as November 16, 2004 between Financial Asset Securities Corp. as seller and Wells Fargo Bank, N.A., as trustee. 99.1 Characteristics of the Mortgage Pool as of the Subsequent Cut-off Date relating to First Franklin Mortgage Loan Trust 2004-FFH3, Asset-Backed Certificates, Series 2004-FFH3. -4- 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 the undersigned thereunto duly authorized. Dated: November 24, 2004 FINANCIAL ASSET SECURITIES CORP. By: /s/ Frank Skibo -------------------------------------- Name: Frank Skibo Title: Managing Director Index to Exhibits ----------------- Sequentially Exhibit No. Description Numbered Page - ----------- ----------- ------------- 4.2 Subsequent Transfer Instrument, dated as November 16, 2004, between Financial Asset Securities Corp. as seller and Wells Fargo Bank, N.A. as trustee. 99.1 Characteristics of the Mortgage Pool as of the Subsequent Cut-off Date, relating to First Franklin Mortgage Loan Trust 2004-FFH3, Asset-Backed Certificates, Series 2004-FFH3.