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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): October 29, 2004
ACE SECURITIES CORP.
(as depositor under the Pooling and Servicing Agreement,
dated as of October 1, 2004, providing for the issuance of
ACE Securities Corp. Home Equity Loan Trust, Series 2004-HE3, Asset-Backed
Pass-Through Certificates)
ACE SECURITIES CORP.
(Exact name of registrant as specified in its charter)
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Delaware 333-110039 56-2088493
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(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification Number)
6525 Morrison Blvd., Suite 318,
Charlotte, North Carolina 28211
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: 704-365-0569
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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(b) under the Exchange Act
(17 CFR 240.14a-12(b))
[ ] 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))
Item 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
Description of the Certificates and the Mortgage Pool
On October 29, 2004, a series of certificates, entitled ACE Securities
Corp. Home Equity Loan Trust, Series 2004-HE3, Asset-Backed Pass-Through
Certificates (the "Certificates"), were issued pursuant to a pooling and
servicing agreement, dated as of October 1, 2004 (the "Agreement"), attached
hereto as Exhibit 4.1, among ACE Securities Corp. as depositor (the
"Depositor"), Wells Fargo Bank, N.A. as master servicer, servicer and securities
administrator (the "Master Servicer, Servicer and Securities Administrator") and
HSBC Bank USA, National Association as trustee (the "Trustee"). The Certificates
consist of twenty-one classes of certificates (collectively, the
"Certificates"), designated as the "Class A-1A Certificates", "Class A-1B
Certificates", "Class A-2A Certificates", "Class A-2B Certificates", "Class A-2C
Certificates", "Class A-2D Certificates", "Class M-1 Certificates", "Class M-2
Certificates", "Class M-3 Certificates", "Class M-4 Certificates", "Class M-5
Certificates", "Class M-6 Certificates", "Class M-7 Certificates", "Class M-8
Certificates", "Class M-9 Certificates", "Class M-10 Certificates", "Class M-11
Certificates", "Class B Certificates", "Class P Certificates", "Class CE-1
Certificates", "Class CE-2 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 consists of Mortgage Loans
having an aggregate principal balance of approximately $1,105,596,756 as of
October 1, 2004 (the "Cut-off Date"). The Mortgage Loans were purchased pursuant
to the Mortgage Loan Purchase Agreement, dated October 29, 2004, between DB
Structured Products, Inc. as seller and the Depositor (the "Mortgage Loan
Purchase Agreement"). The Class A-1A Certificates, Class A-1B Certificates,
Class A-2A Certificates, Class A-2B Certificates, Class A-2C Certificates, Class
A-2D Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3
Certificates, Class M-4 Certificates, Class M-5 Certificates, Class M-6
Certificates, Class M-7 Certificates, Class M-8 Certificates, Class M-9
Certificates, Class M-10 Certificates, Class M-11 Certificates were sold by
Depositor pursuant to the Amended and Restated Underwriting Agreement, dated
June 24, 1999, as amended and
restated to and including July 8, 2002, between the Depositor and Deutsche Bank
Securities Inc., and the Terms Agreement, dated October 28, 2004 between
Depositor and Deutsche Bank Securities Inc. (collectively, the "Underwriting
Agreement").
The Certificates have the following initial Certificate Balances and
Pass-Through Rates:
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INITIAL CERTIFICATE PASS-THROUGH
CLASS PRINCIPAL BALANCE(1) RATE(2)
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A-1A $ 464,234,000 One-Month LIBOR + 0.35%
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A-1B $ 51,582,000 One-Month LIBOR + 0.45%
A-2A $ 100,000,000 One-Month LIBOR + 0.37%
A-2B $ 167,119,000 One-Month LIBOR + 0.18%
A-2C $ 59,533,000 One-Month LIBOR + 0.34%
A-2D $ 50,300,000 One-Month LIBOR + 0.54%
M-1 $ 36,485,000 One-Month LIBOR + 0.62%
M-2 $ 33,721,000 One-Month LIBOR + 0.67%
M-3 $ 21,006,000 One-Month LIBOR + 0.72%
M-4 $ 18,795,000 One-Month LIBOR + 1.00%
M-5 $ 16,584,000 One-Month LIBOR + 1.10%
M-6 $ 14,926,000 One-Month LIBOR + 1.30%
M-7 $ 13,267,000 One-Month LIBOR + 1.85%
M-8 $ 11,056,000 One-Month LIBOR + 2.00%
M-9 $ 9,398,000 One-Month LIBOR + 2.35%
M-10 $ 6,500,000 One-Month LIBOR + 3.50%
M-11 $ 15,613,000 One-Month LIBOR + 3.50%
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(1) Approximate.
(2) After the optional termination date, the margins applicable to the
Class A-1A, Class A-1B, Class A-2A, Class A-2B, Class A-2C and Class
A-2D Certificates will increase by 100% and the margins applicable to
the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates
will increase by 50%.
The Certificates, other than the Class B, Class CE-1, Class CE-2, Class
P and Class R Certificates, and the Mortgage Loans are more particularly
described in the Prospectus Supplement, dated October 28, 2004 (the "Prospectus
Supplement"), and the Prospectus, dated November 5, 2003, as previously filed
with the Securities and Exchange Commission pursuant to Rule 424(b). The Class
B, Class CE-1, Class CE-2, Class P 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.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable
(b) Not applicable
(c) Exhibits
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EXHIBIT NO. DESCRIPTION
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4.1 Pooling and Servicing Agreement, dated as of October
1, 2004, by and among ACE Securities Corp., as
Depositor, Wells Fargo Bank, N.A., as Master
Servicer, Servicer and Securities Administrator, and
HSBC Bank USA, National Association, as Trustee
relating to the Series 2004-HE3 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 6, 2004
ACE SECURITIES CORP.
By: /s/ Douglas K. Johnson
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Name: Douglas K. Johnson
Title: President
By: /s/ Evelyn Echevarria
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Name: Evelyn Echevarria
Title: Vice President
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
October 1, 2004, by and among ACE Securities
Corp., as Depositor, Wells Fargo Bank, N.A.,
as Master Servicer, Servicer and Securities
Administrator, and HSBC Bank USA, National
Association, as Trustee relating to the
Series 2004-HE3 Certificates.
EXHIBIT 4.1