8-K 1 d223187.txt AMERIQUEST MORTGAGE SECURITIES INC ================================================================================ 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): April 5, 2004 AMERIQUEST MORTGAGE SECURITIES INC. (as depositor under the Pooling and Servicing Agreement, dated as of April 1, 2004, providing for the issuance of Asset-Backed Pass-Through Certificates, Series 2004-R3) Ameriquest Mortgage Securities Inc. ----------------------------------- (Exact name of registrant as specified in its charter) -------------------------------------------------------------------------------- Delaware 333-112203 33-0885129 ---------------------------- ----------- ---------------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification Number) 1100 Town & Country Road, Suite 1100 Orange, California 92868 ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (714) 564-0660 ================================================================================ -2- Item 2. Acquisition or Disposition of Assets ------------------------------------ Description of the Certificates and the Mortgage Pool On April 8, 2004, a series of certificates, entitled Ameriquest Mortgage Securities Inc. Asset-Backed Pass-Through Certificates, Series 2004-R3 (the "Certificates"), were issued pursuant to a pooling and servicing agreement, dated as of April 1, 2004 (the "Agreement"), attached hereto as Exhibit 4.1, among Ameriquest Mortgage Securities Inc. as depositor (the "Depositor"), Ameriquest Mortgage Company ("Ameriquest") as master servicer (the "Master Servicer") and Deutsche Bank National Trust Company as trustee (the "Trustee"). The Certificates consist of fifteen classes of certificates (collectively, the "Certificates"), designated as the Class A-1A Certificates, Class A-1B Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 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 CE Certificates, Class P Certificates and Class R Certificates, collectively, the "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 consist of Mortgage Loans having an aggregate principal balance of $1,000,000,582.74 as of April 1, 2004 (the "Cut-off Date"). The Mortgage Loans were purchased pursuant to (i) the Mortgage Loan Purchase Agreement, dated April 6, 2004, between Ameriquest and the Depositor (the "Mortgage Loan Purchase Agreement"). The Class A-1B Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class M-4 Certificates, Class M-5 Certificates and Class M-6 Certificates were sold by the Depositor to Citigroup Global Markets Inc. as Representative of the several underwriters (the "Underwriters"), pursuant to an Underwriting Agreement, dated April 6, 2004 (the "Underwriting Agreement") among the Depositor, Ameriquest, the Representative and Greenwich Capital Markets, Inc. as an Underwriter. -3- The Certificates have the following initial Certificate Balances and Pass-Through Rates:

___________________ (1) Approximate. (2) The pass-through rate on this Class of Certificates is generally based on one-month LIBOR plus an applicable margin, subject to a rate cap, as described in the prospectus supplement. The Certificates, other than the Class A-1A Certificates, the Class M-7 Certificates, the Class CE Certificates, the Class P Certificates and the Class R Certificates, and the Mortgage Loans are more particularly described in the Prospectus Supplement, dated April 6, 2004 (the "Prospectus Supplement"), and the Prospectus, dated February 10, 2004, as previously filed with the Securities and Exchange Commission pursuant to Rule 424(b). The Class A-1A Certificates, Class M-7 Certificates, Class CE Certificates, the Class P Certificates 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. -4- Item 7. Financial Statements and Exhibits --------------------------------- (a) Not applicable (b) Not applicable (c) Exhibits Exhibit No. Description ----------- ----------- 4.1 Pooling and Servicing Agreement, dated as of April 1, 2004, by and among Ameriquest Mortgage Securities Inc. as Depositor, Ameriquest Mortgage Company as Master Servicer and Deutsche Bank National Trust Company as Trustee relating to the Series 2004-R3 Certificates. 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: April 29, 2004 AMERIQUEST MORTGAGE SECURITIES INC. By: /s/ Jule J. Keen ----------------------- Name: Jule J. Keen Title: EVP

Exhibit 4.1

AMERIQUEST MORTGAGE SEC INC ASSET BK PAS THR CERT SE 2004 R3 8-K