UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended DECEMBER 31, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________________ to __________________.
Commission file number 333-104580-05
POPULAR ABS, INC.
--------------------------------------------------------------
(AS DEPOSITOR UNDER A CERTAIN POOLING AND SERVICING
AGREEMENT DATED AS OF JUNE 30, 2004, PROVIDING FOR THE
ISSUANCE OF MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-3)
(Exact name of registrant as specified in its charter)
DELAWARE 52-2029487
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
103 SPRINGER BUILDING, 3411 SILVERSIDE ROAD,
WILMINGTON, DELAWARE 19803
-------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (302) 478-6160
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]*
* THE CLOSING DATE FOR THE TRANSACTION WAS JULY 23, 2004.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Sec. 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
NOT APPLICABLE
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter.
NOT APPLICABLE
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
NOT APPLICABLE
This Annual Report on Form 10-K is filed by Popular ABS, Inc. (the "Reporting
Person", f/k/a Equity One ABS, Inc.) on behalf of Equity One ABS, Inc. Mortgage
Pass-Through Certificates, Series 2004-3 Trust (the "Trust") established
pursuant to that certain Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement") dated as of June 30, 2004 by and among the Reporting
Person, as depositor, Equity One, Inc., as servicer and a seller (the
"Servicer"), JPMorgan Chase Bank, as trustee (the "Trustee"), and the various
other sellers signatory thereto, for the issuance of the Equity One ABS, Inc.
Mortgage Pass-Through Certificates, Series 2004-3 (the "Certificates").
PART I
ITEM 1. BUSINESS
Omitted pursuant to First Union Residential Securitization Transactions, Inc.,
SEC No-Action Letter (April 1, 1997) (the "No-Action Letter").
ITEM 2. PROPERTIES
Pursuant to the No-Action Letter, the following represents relevant information
regarding real estate owned by the Trust:
As of December 31, 2004, the Trust owned no real estate.
ITEM 3. LEGAL PROCEEDINGS
The Reporting Person knows of no material pending legal proceedings involving
the Trust or the Trustee, the Servicer or the registrant with respect to the
Trust, other than routine litigation incidental to the duties of the respective
parties under the Pooling and Servicing Agreement.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a) No established public trading market for the Certificates exists.
(b) As of December 31, 2004, the number of holders of record of the publicly
offered Certificates was 121.
(c) Omitted pursuant to the No-Action Letter.
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
Omitted pursuant to the No-Action Letter.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Omitted pursuant to the No-Action Letter.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Omitted pursuant to the No-Action Letter.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES
Not applicable.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Omitted pursuant to the No-Action Letter.
ITEM 11. EXECUTIVE COMPENSATION
Omitted pursuant to the No-Action Letter.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCK HOLDER MATTERS
Item 201(d) of Regulation S-K
None.
Item 403 of Regulation S-K
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) Not applicable.
(b) Not applicable.
(c) None.
(d) None.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
Not applicable.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Exhibits
31.1 Certification pursuant to Securities Exchange Act Rules 13a-14
and 15d-14 as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
99.1 Annual Independent Accountants' Servicing Report concerning
servicing activities under the Pooling and Servicing Agreement
for the Servicer's fiscal year ended November 30, 2004, in
accordance with the No-Action Letter.
99.2 Annual Statement of Compliance under the Pooling and Servicing
Agreement for the Servicer's fiscal year ended November 30,
2004, in accordance with the No-Action Letter.
99.3 Aggregate Statement of Principal and Interest Distributions to
Certificateholders.
(b) See Item 15(a) above.
(c) Omitted pursuant to the No-Action Letter.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Reporting Person has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
POPULAR ABS, INC.,
on behalf of the Trust
Date: March 10, 2005 By: /s/ James H. Jenkins
---------------------------------
James H. Jenkins,
Executive Vice President and CFO
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT
(a)(1) No annual report is provided to the Certificateholders other than with
respect to aggregate principal and interest distributions.
(a)(2) No proxy statement, form of proxy or other proxy soliciting material has
been sent to any Certificateholder with respect to any annual or other
meeting of Certificateholders.
INDEX TO EXHIBITS
Exhibit
Number Description
- -------- --------------------------------------------------------------------
31.1 Certification pursuant to Securities Exchange Act Rules 13a-14 and
15d-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
99.1 Annual Independent Accountants' Servicing Report concerning servicing
activities under the Pooling and Servicing Agreement for the
Servicer's fiscal year ended November 30, 2004, in accordance with the
No-Action Letter.
99.2 Annual Statement of Compliance under the Pooling and Servicing
Agreement for the Servicer's fiscal year ended November 30, 2004, in
accordance with the No-Action Letter.
99.3 Aggregate Statement of Principal and Interest Distributions to
Certificateholders.