SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended
December 31, 2002
Commission file number: 333-77012-08
AMERIQUEST MORT SEC INC ASST BACK PS THR CERT SER 2002-D
(Exact name of Registrant as specified in its Charter)
Delaware 33-0885129
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification Number)
1100 Town & Country Road, Suite 1100
Orange, CA 92868
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(714) 564-0660
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
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the Registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of the
Form 10-K or any amendment to this Form 10-K. [ ].
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates of the registrant as of December 31,2002.
NOT APPLICABLE.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of December 31,2002.
NOT APPLICABLE
DOCUMENTS INCORPORATED BY REFERENCE
None
PART I
ITEM 1. Business.
Omitted.
ITEM 2. Properties.
Omitted
ITEM 3. Legal Proceedings.
None.
ITEM 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of Certificateholders during the
fiscal year covered by this report.
PART II
ITEM 5. Market for Registrant's Common Equity and Related Stockholder
Matters.
The Trust does not issue stock.
There is currently no established public trading market for Registrant's
Certificates. Registrant believes the Certificates are traded primarily
in intra-dealer markets and non-centralized inter-dealer markets.
As of December 31,2002 the number of registered holders of all class of
Certificates was 2.
ITEM 6. Selected Financial Data.
Omitted.
ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Omitted.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk.
Omitted.
ITEM 8. Financial Statements and Supplementary Data.
Omitted.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
PART III
ITEM 10. Directors and Executive Officers of Registrant.
Not Applicable.
ITEM 11. Executive Compensation.
Not Applicable.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management.
Security ownership of certain beneficial owners. Under the Pooling
and Servicing Agreement governing the Trust, the holders of the
Certificates generally do not have the right to vote and are prohibited
from taking part in management of the Trust. For purposes of this Item
and Item 13 only, however, the Certificateholders are treated as "voting
security" holders.
As of December 31, 2002, the following are the only persons known to the
Registrant to be the beneficial owners of more than 5% of any class of
voting securities:
CEDEFAST
CEDE & CO FAST
P.O. BOX 20
BOWLING GREEN STATION
NEW YORK, NEW YORK, 10274
SERIES 2002-D
CLASS M-1
$10,050,000
100.0%
CEDEFAST
CEDE & CO FAST
P.O. BOX 20
BOWLING GREEN STATION
NEW YORK, NEW YORK, 10274
SERIES 2002-D
CLASS M-2
$10,050,000
100.0%
ITEM 13. Certain Relationships and Related Transactions.
None
ITEM 14. Controls and Procedures
NOT APPLICABLE
PART IV
ITEM 15. Exhibits, Financial Statement Schedules, and Reports on Form
8-K.
(a) The following is a list of documents filed as part of this Annual
Report on Form 10-K:
EXHIBITS 99.1 and 99.2
(b) The following reports on Form 8-K were filed during the period covered
by this report.
There were no Form 8-K filed on behalf of this deal during the period
covered by this report.
(c) The exhibits required to be filed by Registrant pursuant to Item 601
of Regulation S-K are listed above and in the Exhibit Index that
immediately follows the signature page hereof.
(d) Not Applicable. The Trust does not have any subsidiaries or
affiliates. Therefore, no financial statements are filed with respect to
subsidiaries or affiliates.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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.
By: Ameriquest Mortgage Securities Inc.,
as Depositor on behalf of the Registrant
By: /s/ John P Grazer
John P Grazer
CFO
Date: March 26,2003
EXHIBIT INDEX
Exhibit Document
99.1 Servicer's Annual Statement of Compliance for Year End
December 31,2002.
99.2 Servicer's Annual Independent Accountant's Report for Year End
December 31,2002.
CERTIFICATION
I, John Grazer, certify that:
l. I have reviewed this annual report on Form 10-K, and all
reports on Form 8-K containing distribution and servicing reports
filed in respect of periods included in the year covered by this
annual report, of Ameriquest Mortgage Securities, Inc.
2. Based on my knowledge, the information in these reports,
taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such
statements were made, not misleading as of the last day of the
period covered by this annual report;
3. Based on my knowledge, the distribution or servicing
information required to be provided to the trustee by the servicer
under the pooling and servicing or similar agreement for
inclusion is included in these reports;
44. Based on my knowledge and upon the annual compliance statement included
in the report and required to be delievered to the trustee in accordance with
the terms of the pooling and servicing, or similar, agreement, and except
as disclosed in the reports, the servicer has fulfilled its obligations under
the servicing agreement.
5. The reports disclose all deficiencies relating to the
servicer's compliance with the minimum servicing standards based
upon the report provided by an independent public account,
after conducting a review in compliance with the Uniform
Single Attestation Program for Mortgage Bankers or similar
procedure, as set forth in the pooling and servicing or
similar, agreement, that is included in these reports.
In giving the certifications above, I have reasonably relied on
information provided to me by the following unaffiliated parties: Deutsche
Bank National Trust company, the Trustee.
Capitalized terms used but not defined herein have the meanings
ascribed to them in the Pooling and Servicing Agreement, dated
December 1, 2002 (the "Pooling and Servicing Agreement"),
among the Registrant as depositor, Ameriquest Mortgage Company as
master servicer and Deutsche Bank National Trust Company as trustee.
AMERIQUEST MORTGAGE SECURITIES INC.
By: /s/: John P. Grazer
Name: John P. Grazer
Title: CFO
Date: 3/14/03
99.1
Servicer's Officer's Certificate
The undersigned Servicing Officer certifies the following for the 2002 fiscal
year.
(A) I have reviewed the activities and performance of the Servicer during the
preceding fiscal year under the terms of the applicable Servicing Agreement,
Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide
and to the best of this Officer's knowledge, the Servicer has fulfilled all of
its duties, responsibilities or obligations under these Agreements throughout
such year, or if there has been a default or failure of the Servicer to
perform any of such duties, responsibilities or obligations, a description of
each default or failure and the nature and status thereof has been reported as
appropriate and is set forth below.
Exceptions: None.
(B) The Servicer is currently an approved FNMA (#23221-000-1) and FHLMC
(#298704) servicer in good standing;
(C)The Fidelity Bond and the Errors and Omissions Insurance Policy required
Under the terms of the applicable Servicing Agreement, Trust Agreement,
Pooling And Servicing Agreement and/or Seller/Service Guide are currently in
the Process of being renewed; a copy of the related declaration page
evidencing each such policy will follow under separate cover;
(D)All Custodial Accounts have been reconciled in accordance with the terms
of the applicable Servicing Agreement, Trust Agreement, Pooling and Servicing
Agreement and/or Seller/Servicer Guide;
(E)All information statements required to be filed pursuant to Internal
Revenue Code section 6050H, 6050J and/or 6050P have been timely filed; and
(F)The Servicer has a viable contingency plan to minimize financial loss and
disruptions of service to the institutions and customers it serves and to
ensure a timely resumption of operations in the event of a disaster.
This certification covers the period of January 1, 2002 through
December 31, 2002.
Ameriquest Mortgage Company
By: /s/: John P. Grazer
By: John P. Grazer
Title: Executive Vice President
99.2
Deloitte & Touche LLP
Suite 2300
333 Clay Street
Houston, Texas 77002-4196
Deloitte &Touche logo here
Tel: (713) 982-2000
Fax: (713)982-2001
www.deloitte.com
INDEPENDENT AUDITORS' REPORT
To Ameriquest Mortgage Company:
We have examined management's assertion about Ameriquest Mortgage Company's
compliance with the minimum servicing standards identified in the Mortgage
Bankers Association of America's Uniform Single Attestation Program for
Mortgage Bankers ("UASP") as of and for the year ended December 31, 2002,
included in the accompanying management assertion. Management is responsible
for the Ameriquest Mortgage Company's compliance with those minimum servicing
standards. Our responsibility is to express an opinion on management's
assertion about the entity's compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about Ameriquest Mortgage Company's
compliance with minimum servicing standards and performing such other
procedures as we considered necessary in the circumstances. We believe that
our examination provides a reasonable basis for our opinion. Our examination
does not provides legal determination on Ameriquest Mortgage Corporation
Company's compliance with the minimum servicing standards.
In our opinion, management's assertion that Ameriquest Mortgage Company
complied with the aforementioned minimum servicing standards as of and for
the year ended December 31, 2002 is fairly stated, in all material respects.
/s/: Deloitte & Touche LLP
January 30, 2003
Deloitte Touche Tohmatsu Carlsbad Las Vegas Los Angeles Phoenix Reno
San Diego
Ameriquest Mortgage Company logo here
January 20, 2003
Deloitte & Touche LLP
695 Town Center Drive, Suite 1200
Costa Mesa, CA 92626
As of and for the year ended December 31, 2002, Ameriquest Mortgage Company
has complied in all material respects with the minimum servicing standards set
forth in the Mortgage Bankers Association of America's Uniform Single
Attestation Program for Mortgage Bankers, as set forth in the attached exhibit.
As of and for this same period, Ameriquest Mortgage Company had in effect a
fidelity bond ranging from $11,000,000 to $21,000,000 and an errors and
omissions policy in the amount of $10,000,000 to $15,000,000.
/s/: Kirk Langs
Kirk Langs,
Chief Executive Officer/President
/s/: Jane Johnson
Jane Johnson,
Director of Loan Servicing
/s/: John P. Grazer
John P. Grazer,
Chief Financial Officer
1100 Town & Country Road, Suite 1100, Orange Ca 92868 Phone *
(714) 541-9960 * Fax (714) 835-6155
EXHIBIT for USAP
MINIMUM SERVICING STANDARDS I. CUSTODIAL BANK ACCOUNTS
1. Reconciliations shall be prepared on a monthly basis for all custodial bank
accounts and related bank clearing accounts. These reconciliations shall:
Be mathematically accurate;
Be prepared within forty-five (45) calendar days after the cutoff date;
Be reviewed and approved by someone other than the person who prepared the
reconciliation; and
Document explanations for reconciling items. These reconciling items shall be
resolved within ninety (90) calendar days of their original identification.
2. Funds of the servicing entity shall be advanced in cases where there is an
overdraft in an investor's or a mortgagor's account.
3. Each custodial account shall be maintained at a federally insured depository
institution in trust for the applicable investor.
4. Escrow funds held in trust for a mortgagor shall be returned to the
mortgagor within thirty (30) calendar days of payoff of the mortgage loan.
II. MORTGAGE PAYMENTS
1. Mortgage payments shall be deposited into the custodial bank accounts and
related bank clearing accounts within two business days of receipt.
2. Mortgage payments made in accordance with the mortgagor's loan documents
shall be posted to the applicable mortgagor records within two business days
of receipt.
3. Mortgage payments shall be allocated to principal, interest, insurance,
taxes or other escrow items in accordance with the mortgagor's loan documents.
4. Mortgage payments identified as loan payoffs shall be allocated in
accordance with the mortgagor's loan documents.
III. DISBURSEMENTS
1. Disbursements made via wire transfer on behalf of a mortgagor or investor
shall be made only by authorized personnel.
2. Disbursements made on behalf of a mortgagor or investor shall be posted
within two business days to the mortgagor's or investor's records maintained
by the servicing entity.
3. Tax and insurance payments shall be made on or before the penalty or
insurance policy expiration dates, as indicated on tax bills and insurance
premium notices, respectively, provided that such support has been received by
the servicing entity at least thirty (30) calendar days prior to these dates.
4. Any late payment penalties paid in conjunction with the payment of any tax
bill or insurance premium notice shall be paid from the servicing entity's
funds and not charged to the mortgagor, unless the late payment was due to the
mortgagor's error or omission.
5. Amounts remitted to investors per the servicer's investor reports shall
agree with cancelled checks, or other form of payment, or custodial bank
statements.
6. Unused checks shall be safeguarded so as to prevent unauthorized access.
IV. INVESTOR ACCOUNTING AND REPORTING
1. The servicing entity's investor reports shall agree with, or reconcile to,
investors' records on a monthly basis as to the total unpaid principal
Balance and number of loans serviced by the servicing entity.
V. MORTGAGOR LOAN ACCOUNTING
1. The servicing entity's mortgage loan records shall agree with, or reconcile
to, the records of mortgagors with respect to the unpaid principal balance
on a monthly basis.
2. Adjustments on ARM loans shall be computed based on the related mortgage
note and any ARM rider.
3. Escrow accounts shall be analyzed, in accordance with the mortgagor's loan
documents, on at least an annual basis.
4. Interest on escrow accounts shall be paid, or credited, to mortgagors in
accordance with the applicable state laws.
VI. DELINQUENCIES
1. Records documenting collection efforts shall be maintained during the period
a loan is in default and shall be updated at least monthly. Such records shall
describe the entity's activities in monitoring delinquent loans including, for
example, phone calls, letters and mortgage payment rescheduling plans in cases
where the delinquency is deemed temporary (e.g., illness or unemployment).
VII. INSURANCE POLICIES
1. A fidelity bond and errors and omissions policy shall be in effect on the
servicing entity throughout the reporting period in the amount of coverage
represented to investors in management's assertion.