UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(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, 2006
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number: 333-131727-05
ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP3
(exact name of issuing entity as specified in its charter)
ACE Securities Corp.
(exact name of the depositor (as registrant on behalf of the issuing entity)
as specified in its charter)
DB Structured Products, Inc.
(exact name of the sponsor as specified in its charter)
Delaware 06-1442101
(State or other jurisdiction of Depositor
incorporation or organization) (I.R.S. Employer
Identification No.)
ACE Securities Corp.
6525 Morrison Boulevard Suite 318
Charlotte, NC 28211
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (704) 365-0569
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 if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
Yes ___ No X
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.
Yes ___ No X
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 ( 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 a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer ___ Accelerated filer ___ Non-accelerated filer X
Indicate by check mark whether the registrant is a shell company (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.
Documents Incorporated by Reference
List hereunder the following documents if incorporated by reference and the
Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1)Any annual report to security holders; (2) Any proxy or
information statement; and (3)Any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980).
Not applicable.
PART I
Item 1. Business.
Omitted.
Item 1A. Risk Factors.
Omitted.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
Omitted.
Item 3. Legal Proceedings.
Omitted.
Item 4. Submission of Matters to a Vote of Security Holders.
Omitted.
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities.
Omitted.
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.
Omitted.
Item 9A. Controls and Procedures.
Omitted.
Item 9A(T). Controls and Procedures.
Omitted.
Item 9B. Other Information.
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Omitted.
Item 11. Executive Compensation.
Omitted.
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
Omitted.
Item 13. Certain Relationships and Related Transactions, and Director
Independence.
Omitted.
Item 14. Principal Accounting Fees and Services.
Omitted.
ADDITIONAL DISCLOSURE ITEMS PURSUANT TO GENERAL INSTRUCTION J
Item 1112(b) of Regulation AB, Significant Obligor Financial Information.
None.
Item 1114(b)(2) of Regulation AB, Credit Enhancement and Other Support, except
for certain Derivative Instruments (Information regarding Significant
Enhancement Providers Financial Information).
No entity or group of affiliated entities provides any external credit
enhancement, uses any derivative instruments or other support for the
certificates within this transaction as described under Item 1114(a) of
Regulation AB.
Item 1115(b) of Regulation AB, Certain Derivative Instruments.
The significance percentage related to each entity or group of
affiliated entities providing derivative instruments described in Item
1115 of Regulation AB is less than 10%.
Item 1117 of Regulation AB, Legal Proceedings.
Ocwen Loan Servicing, LLC ("Ocwen"), as successor in interest to Ocwen Federal
Bank, and Ocwen Financial Corporation are defendants in several potential class
action lawsuits challenging Ocwen's mortgage servicing practices. To date, no
such lawsuit has been certified by any court as a class action. On April 13,
2004, these lawsuits were consolidated in a single proceeding in the United
States District Court for the District of Illinois under caption styled:
Ocwen Federal Bank FSB Mortgage Servicing Litigation, MDL Docket No. 1604.
Ocwen believes that its servicing practices comply with legal requirements and
is vigorously defending against such lawsuits. Ocwen is also subject to various
other routine pending litigation in the ordinary course of its business. While
the outcome of litigation is always uncertain, Ocwen's management is of the
opinion that the resolution of any of these claims and lawsuits will not have a
material adverse effect on the results of its operations or financial condition
or its ability to service the mortgage loans.
On February 9, 2006, a trial court in Galveston, Texas entered judgment in the
amount of $1.8 million in compensatory and statutory damages and attorneys' fees
against Ocwen in favor of a plaintiff borrower whose mortgage loan was serviced
by Ocwen. The plaintiff brought the claims under the Texas Deceptive Trade
Practices Act and other state statutes and common law generally alleging that
Ocwen engaged in improper loan servicing practices. Ocwen believes that the
judgment is against the weight of evidence and contrary to law and that the
attorneys' fees award, which comprises $1.1 million of the judgment should be
reduced as impermissibly excessive. Ocwen appealed the decision and will
continue to vigorously defend this matter.
On September 13, 2006, a complaint was filed in the United States Bankruptcy
Court in Delaware against Ocwen and other parties by the Chapter 7 Trustee of
American Business Financial Services, Inc. and its subsidiaries (collectively,
"ABFS') alleging various improper activities and conduct that have harmed ABFS.
Claims against Ocwen include damages resulting from improperly servicing
mortgage loans included in ABFS-sponsored securitizations and from actions
relating to the acquisition of servicing rights from ABFS on those
securitizations. Ocwen believes the claims made by ABFS are without merit and
intends to vigorously defend the matter.
Item 1119 of Regulation AB, Affiliations and Certain Relationships and Related
Transactions.
No applicable updates.
Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.
See Item 15.
The 1122 statements for American Security Insurance Company, Standard Guaranty
Insurance Company and TrackSure Insurance Agency, Inc. (affiliates of Assurant
Inc.) (as Sub-Contractor for Ocwen Loan Servicing, LLC) has disclosed the
following material instance of noncompliance with the servicing criteria set
forth in Item 1122(d)(4)(xii) of Regulation AB applicable to the Company during
the year ended December 31, 2006. Sufficient policies and procedures to
capture the information with respect to the Platform Transactions necessary to
determine compliance with Section 1122 (d)(4)(xii). Specifically, these
parties did not have, during the reporting period, sufficient policies and
procedures to capture the information with respect to the Platform necessary to
determine whether any late payment penalties in connection with any payment to
be made on behalf of an obligor are paid from the servicer's funds and are not
charged to the obligor, unless the late payment was due to the obligor's error
or omission.
The 1122 statements for First American Real Estate Solutions of Texas,
L.P. (as Sub-Contractor for Ocwen Loan Servicing, LLC) has disclosed the
following material instance of noncompliance with the servicing criteria
set forth in Item 1122(d)(2)(vii)(B) of Regulation AB applicable to the
Company during year ended December 31, 2006. Account reconciliations for
all asset-backed securities related bank accounts were not prepared
within 30 calendar days after the bank statement cutoff date, or such
other number of days specified in the transaction agreements as
required by Item 1122(d)(2)(vii)(B) of Regulation AB.
The 1122 statements for Wells Fargo Bank, National Association
(Corporate Trust Services) has disclosed material noncompliance with
criterion 1122(d)(3)(i), as applicable to the Company during the twelve
months ended December 31, 2006. Certain monthly investor or remittance
reports included errors in the calculation and/or the reporting of
delinquencies for the pool assets.
Item 1123 of Regulation AB, Servicer Compliance Statement.
See Item 15.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) Exhibits
(4) Pooling and Servicing Agreement, dated as of May 1, 2006, among
ACE Securities Corp., as Depositor, Ocwen Loan Servicing, LLC,
as Servicer, Wells Fargo Bank, National Association, as Master
Servicer and Securities Administrator and HSBC Bank USA,
National Association, as Trustee (incorporated herein by
reference from Exhibit 4.1 of the Current Report on Form 8-K of
the registrant, as filed with the Commission).
(31) Rule 13a-14(d)/15d-14(d) Certifications.
(33) Reports on assessment of compliance with servicing criteria for
asset-backed securities.
a) Assurant Inc. as Sub-Contractor for Ocwen Loan Servicing, LLC
b) Deutsche Bank National Trust Company, as Custodian
c) First American Real Estate Solutions of Texas, L.P. as Sub-Contractor for Ocwen Loan Servicing, LLC
d) Ocwen Loan Servicing, LLC, as Servicer
e) Regulus Group LLC as Sub-Contractor for Ocwen Loan Servicing, LLC
f) Wells Fargo Bank, N.A., as Master Servicer
g) Wells Fargo Bank, N.A., as Securities Administrator
h) Wells Fargo Bank, N.A., as Paying Agent
i) Wells Fargo Bank, N.A., as Custodian
(34) Attestation reports on assessment of compliance with servicing
criteria for asset-backed securities.
a) Assurant Inc. as Sub-Contractor for Ocwen Loan Servicing, LLC
b) Deutsche Bank National Trust Company, as Custodian
c) First American Real Estate Solutions of Texas, L.P. as Sub-Contractor for Ocwen Loan Servicing, LLC
d) Ocwen Loan Servicing, LLC, as Servicer
e) Regulus Group LLC as Sub-Contractor for Ocwen Loan Servicing, LLC
f) Wells Fargo Bank, N.A., as Master Servicer
g) Wells Fargo Bank, N.A., as Securities Administrator
h) Wells Fargo Bank, N.A., as Paying Agent
i) Wells Fargo Bank, N.A., as Custodian
(35) Servicer compliance statement.
a) Ocwen Loan Servicing, LLC, as Servicer
b) Wells Fargo Bank, N.A., as Master Servicer
c) Wells Fargo Bank, N.A., as Securities Administrator
(b) See Exhibits identified in paragraph (a) above.
(c) Not applicable.
Filed herewith.
SIGNATURES
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.
ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP3
(Issuing Entity)
Wells Fargo Bank, N.A.
(Master Servicer)
/s/ Kristen Ann Cronin
Kristen Ann Cronin, Vice President
senior officer in charge of the servicing function of the master servicer
Date: April 3, 2008
Exhibit Index
Exhibit No.
(31) Rule 13a-14(d)/15d-14(d) Certifications.
(33) Reports on assessment of compliance with servicing criteria for
asset-backed securities.
a) Assurant Inc. as Sub-Contractor for Ocwen Loan Servicing, LLC
b) Deutsche Bank National Trust Company, as Custodian
c) First American Real Estate Solutions of Texas, L.P. as Sub-Contractor for Ocwen Loan Servicing, LLC
d) Ocwen Loan Servicing, LLC, as Servicer
e) Regulus Group LLC as Sub-Contractor for Ocwen Loan Servicing, LLC
f) Wells Fargo Bank, N.A., as Master Servicer
g) Wells Fargo Bank, N.A., as Securities Administrator
h) Wells Fargo Bank, N.A., as Paying Agent
i) Wells Fargo Bank, N.A., as Custodian
(34) Attestation reports on assessment of compliance with servicing
criteria for asset-backed securities.
a) Assurant Inc. as Sub-Contractor for Ocwen Loan Servicing, LLC
b) Deutsche Bank National Trust Company, as Custodian
c) First American Real Estate Solutions of Texas, L.P. as Sub-Contractor for Ocwen Loan Servicing, LLC
d) Ocwen Loan Servicing, LLC, as Servicer
e) Regulus Group LLC as Sub-Contractor for Ocwen Loan Servicing, LLC
f) Wells Fargo Bank, N.A., as Master Servicer
g) Wells Fargo Bank, N.A., as Securities Administrator
h) Wells Fargo Bank, N.A., as Paying Agent
i) Wells Fargo Bank, N.A., as Custodian
(35) Servicer compliance statement.
a) Ocwen Loan Servicing, LLC, as Servicer
b) Wells Fargo Bank, N.A., as Master Servicer
c) Wells Fargo Bank, N.A., as Securities Administrator