10-K 1 ms04h310k.txt UNITED STATES OF AMERICA 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, 2004 Commission file number: 333-113543-05 MORGAN STANLEY ABS CAPITAL I INC. (as Depositor under the Pooling and Servicing Agreement, dated as of May 1, 2004, providing for the issuance of Mortgage Pass-Through Certificates, Series 2004-HE3) (Exact name of Registrant as specified in its Charter) Delaware 13-3939229 (State or other jurisdiction (I.R.S. Employer incorporation or organization) Identification Number) 1585 BROADWAY, 2ND FLOOR NEW YORK, NEW YORK 10036 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 761-4000 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 (229.405 of this chapter) 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 this Form 10-K or any amendment to this Form 10-K. [x] 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 December 31, 2004. Not Applicable DOCUMENTS INCORPORATED BY REFERENCE None PART I ITEM 1. Business. Not Applicable ITEM 2. Properties. Not Applicable ITEM 3. Legal Proceedings. The Registrant knows of no material pending legal proceedings involving the trust created under the Pooling and Servicing Agreement, the trustee, any servicer or the registrant with respect to the trust other than routine litigation incidental to the duties of the respective parties. 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 and Issuer Purchases of Equity Securities. There is currently no established public trading market for Registrant's Certificates known to the Registrant. As of December 31, 2004 the number of holders of record for the registered certificates was 9 based on the Trustee's records. ITEM 6. Selected Financial Data. Not Applicable ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. Not Applicable ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk. Not Applicable ITEM 8. Financial Statements and Supplementary Data. Not Applicable 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 Registrant. Not Applicable. ITEM 11. Executive Compensation. Not Applicable. ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Not Applicable ITEM 13. Certain Relationships and Related Transactions. Not Applicable ITEM 14. Principal Accountant Fees and Services Not Applicable PART IV ITEM 15. Exhibits, Financial Statement Schedules. (a) The following is a list of documents filed as part of this Annual Report on Form 10-K: Exhibit 31 Sarbanes-Oxley Act Section 302 Certification Exhibit 99.1 Servicer's Annual Statement of Compliance for Chase Manhattan Mortgage Corporation for Year End December 31, 2004 Exhibit 99.2 Servicer's Annual Independent Accountant's Report for Chase Manhattan Mortgage Corporation for Year End December 31, 2004 Exhibit 99.3 Servicer's Annual Statement of Compliance for HomEq Servicing Corporation for Year End December 31, 2004 Exhibit 99.4 Servicer's Annual Independent Accountant's Report for HomEq Servicing Corporation for Year End December 31, 2004 Exhibit 99.5 Aggregate Statement of Distributions to Certificateholders for Year End December 31, 2004. (b) The exhibits required to be filed by Registrant pursuant to Item 601 of Regulation S-K are listed above. (c) Not Applicable 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. Morgan Stanley ABS Capital I Inc., as Depositor By: /s/: Craig Phillips Name: Craig Phillips Title: President Date: March 24, 2005 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. (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 the certificateholders.