8-K 1 d345050_8k.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): June 17, 2005 AMERIQUEST MORTGAGE SECURITIES INC. (as depositor under the Pooling and Servicing Agreement, dated as of May 1, 2005, providing for the issuance of Asset-Backed Pass-Through Certificates, Series 2005-R4) Ameriquest Mortgage Securities Inc. (Exact name of registrant as specified in its charter) DELAWARE 333- 121781-04 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 ================================================================================ 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)) SECTION 2 - FINANCIAL INFORMATION ITEM 2.01 - COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS On May 25, 2005, a single series of certificates, entitled Ameriquest Mortagage Securities Inc., Asset-Backed Pass-Through Certificates, Series 2005-R4 (the "Certificates"), was issued pursuant to a pooling and servicing agreement, dated as of May 1, 2005 (the "Agreement"), among Ameriquest Mortgage Securities Inc. as depositor (the "Depositor"), Ameriquest Mortgage Company as master servicer (the "Master Servicer") and Deutsche Bank National Trust Company as trustee (the "Trustee"). Upon the closing of the issuance of the Certificates, (i) Ameriquest Mortgage Securities, Inc. purchased from Ameriquest Mortgage Company certain Initial Mortgage Loans with an aggregate principal balance equal to $1,599,999,214.74 and transferred such mortgage loans to the Trustee, and (ii) the Trustee deposited funds in the Pre-Funding Accounts, which were established pursuant to the Agreement, in an amount equal to $400,000,785. On June 17, 2005, following the closing of the initial issuance of the Certificates, the Trustee purchased from the Depositor certain Subsequent Mortgage Loans, as defined in the Agreement, with an aggregate principal balance equal to $399,999,544.89 with funds on deposit in the pre-funding accounts (the "Pre-Funding Accounts") established pursuant to the Agreement at a purchase price equal to the principal balance thereof, which Subsequent Mortgage Loans were conveyed to the Trustee pursuant to a Subsequent Transfer Instrument, dated June 17, 2005, between the Depositor and the Trustee (the "Instrument"). Attached to the Instrument is the Mortgage Loan Schedule listing the Subsequent Mortgage Loans that are the subject of such Instrument. Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Agreement. SECTION 8 - OTHER EVENTS ITEM 8.01 OTHER EVENTS. Description of the Certificates and the Mortgage Pool The Certificates designated as the Series 2005-R4 Certificates represent in the aggregate the entire beneficial ownership interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the "Mortgage Pool") of conventional, one- to four-family, first lien adjustable-rate and fixed-rate mortgage loans having original terms to maturity up to 30 years (the "Mortgage Loans"). As of the Subsequent Transfer Date, the Trust Fund primarily consisted of (i) the Mortgage Pool, which consisted of Mortgage Loans having an aggregate principal balance of $1,599,999,214.74 and (ii) the Pre-Funding Accounts, which contained $399,999,544.89. The tables attached as an exhibit hereto describe certain characteristics of the Initial Mortgage Pool as of May 1, 2005 and the Subsequent Mortgage Loans as of June 1, 2005. Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits. 1. Not applicable 2. Not applicable 3. Exhibits EXHIBIT NO. ITEM 601(A) OF DESCRIPTION REGULATION S K EXHIBIT NO 1 99 Subsequent Transfer Instrument, dated as of June 17, 2005, between Ameriquest Mortgage Securities Inc., as seller and Deutsche Bank National Trust Company, as trustee. 2 99 Characteristics of the Initial Mortgage Pool as of May 1, 2005 and the Subsequent Mortgage Loans as of June 1, 2005, relating to Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series 2005-R4. 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: July 1, 2005 AMERIQUEST MORTGAGE SECURITIES INC. By: /s/ John P. Grazer ---------------------- Name: John P. Grazer Title: CFO Index to Exhibits EXHIBIT NO. ITEM 601(A) OF DESCRIPTION SEQUENTIALLY REGULATION S K NUMBERED PAGE EXHIBIT NO. 1 99 Subsequent Transfer Instrument 2 99 Characteristics of the Initial Mortgage Pool as of May 1, 2005 and the Subsequent Mortgage Loans as of June 1, 2005, relating to Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series 2005-R4

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): MAY 23, 2005

AMERIQUEST MORTGAGE SECURITIES INC.

(as depositor under the Pooling and Servicing Agreement,

dated as of May 1, 2005, providing for the issuance of

ASSET-BACKED PASS-THROUGH CERTIFICATES, SERIES 2005-R4)

Ameriquest Mortgage Securities Inc.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware	333-121781-04	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

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 - Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets

Description of the Certificates and the Mortgage Pool

On May 25, 2005, a series of certificates, entitled Ameriquest Mortgage Securities Inc. Asset-Backed Pass-Through Certificates, Series 2005-R4 (the “Certificates”), were issued pursuant to a pooling and servicing agreement, dated as of May 1, 2005 (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 twenty classes of certificates (collectively, the “Certificates”), designated as the Class A-1A, Class A-1B, Class A-2A, Class A-2B, Class A-2C, 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 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 consists of Initial Mortgage Loans having an aggregate principal balance of $599,999,214.74 as of May 1, 2005 (the “Cut-off Date”). The Initial Mortgage Loans were purchased pursuant to the Mortgage Loan Purchase Agreement, dated May 23, 2005, between Ameriquest and the Depositor (the “Mortgage Loan Purchase Agreement”). The Class A-1A, Class A-1B, Class A-2A, Class A-2B, Class A-2C, 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 and Class M-10 Certificates were sold by the Depositor to Citigroup Global Markets Inc. as Representative of the several Underwriters (collectively the “Underwriters”), pursuant to an Underwriting Agreement, dated May 23, 2005 (the “Underwriting Agreement”) among the Depositor, Ameriquest and the Underwriters.

The Class A and Mezzanine Certificates have the following initial Certificate Balances and Pass-Through Rates:

		Class	Initial Certificate Principal Balance(1)		Pass-Through Rate
		Class A-1A	$	1,133,764,000.00	Variable(2)
		Class A-1B	$	283,441,000.00	Variable(2)
		Class A-2A	$	127,959,000.00	Variable(2)
		Class A-2B	$	59,971,000.00	Variable(2)
		Class A-2C	$	104,867,000.00	Variable(2)
		Class A-2D	$	45,998,000.00	Variable(2)
		Class M-1	$	41,000,000.00	Variable(2)
		Class M-2	$	48,000,000.00	Variable(2)
		Class M-3	$	29,000,000.00	Variable(2)
		Class M-4	$	25,000,000.00	Variable(2)
		Class M-5	$	21,000,000.00	Variable(2)
		Class M-6	$	13,000,000.00	Variable(2)
		Class M-7	$	10,000,000.00	Variable(2)
		Class M-8	$	10,000,000.00	Variable(2)
		Class M-9	$	13,000,000.00	Variable(2)
		Class M-10	$	13,000,000.00	Variable(2)
		Class M-11	$	11,000,000.00	Variable(2)
(1)	Approximate.
(2)	The pass-through rate on each class of Class A and Mezzanine Certificates will be based on one-month LIBOR plus the applicable margin set forth above, subject to the Net WAC Pass-Through Rate.

The Certificates, other than the Class M-11 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 May 23, 2005 (the “Prospectus Supplement”), and the Prospectus, dated April 22, 2005, as previously filed with the Securities and Exchange Commission pursuant to Rule 424(b). The Class M-11 Certificates, the 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

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(a) Not applicable (b) Not applicable (c) Exhibits

Exhibit No.	Description
4.1	Pooling and Servicing Agreement, dated as of May 1, 2005, 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 2005-R4 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: June 9, 2005

AMERIQUEST MORTGAGE SECURITIES INC. By: /s/ John P. Grazer Name: John P. Grazer Title: CFO

Index to Exhibits

Exhibit No.	Description	Sequentially Numbered Page
4.1	Pooling and Servicing Agreement, dated as of May 1, 2005, 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 2005-R4 Certificates.	7

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