-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Rd7QTevgl2s4kXsXCrujyMkBFWedIYr54sUkLKJ8qzl+rOlMy9KOI2fWm0wf/1Ja z/cFkDyaaRGRJA5JVLrm8w== 0001051170-05-000161.txt : 20050329 0001051170-05-000161.hdr.sgml : 20050329 20050329102651 ACCESSION NUMBER: 0001051170-05-000161 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Morgan Stanley ABS Capital I Inc CDC Mortgage Capital Trust 2004-HE3 CENTRAL INDEX KEY: 0001301495 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-113543-14 FILM NUMBER: 05708284 BUSINESS ADDRESS: STREET 1: 1585 BROADWAY 2ND FL CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2127614000 MAIL ADDRESS: STREET 1: 1585 BROADWAY STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 10-K 1 cdc_form10k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2004 [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number 333-113543-14 MORGAN STANLEY ABS CAPITAL I INC. (Exact name of registrant as specified in its charter) Delaware 13-3939229 (State or other jurisdiction of I.R.S. Employer incorporation or organization) Identification No.) 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 CDC Mortgage Capital Trust 2004-HE3 Mortgage Pass-through Certificates, Series 2004-HE3 (Title of each class of securities covered by this Form) 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 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 Exchange Act Rule 12b-2). Yes No [X] 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. None PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. There is currently no established secondary record for the registered market for the certificates known to the Registrant. As of December 31, 2004, the number of holders of record for the registered certificates was 23 based on records provided by DTC. Item 6. Selected Financial Data. Not Applicable. Item 7. Management's Discussion and Analysis of Financial condition and Results of Operation. 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. Not Applicable. -2- PART III Item 10. Directors and Executive Officers of the Registrant. Not Applicable. Item 11. Executive Compensation. Not Applicable. Item 12. Security Ownership of Certain Beneficial Owners and Management. Not Applicable. Item 13. Certain Relationships and Related Transactions. Not Applicable. Item 14. Principal Accounting Fees and Services. Not Applicable. PART IV Item 15. Exhibits, Financial Statement Schedules. (a) The following documents are filed as part of this report: (1) Financial Statements: Not Applicable. (2) Financial Statement Schedules: Not Applicable. (3) Exhibits: Exhibit 33.1 Rule 13a-14(a)/15d-14(a) Certification Exhibit 99.1 Annual Independent Accountants' Servicing Report with Management Assertion for year ended December 31, 2004 Exhibit 99.2 Annual Servicer's Statement of Compliance, for year ended December 31, 2004 Exhibit 99.3 2004 Aggregate Distribution Amounts (b) Exhibits to this report are listed in Item (15)(a)(3)above. (c) Not Applicable. -3- CDC Mortgage Capital Trust 2004-HE3 Mortgage Pass-through Certificates, Series 2004-HE3 - -------------------------------------------------------- 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 29, 2005 -4- 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 certificatholder with respect to any annual or other meeting of certificateholders The registrant has not sent an annual report or proxy material to its security holders. The registrant will not be sending an annual report or proxy material to its security holders subsequent to the filing of this form. -5- EXHIBIT 31.1 Annual Rule 13a-14(a)/15d-14(a) Certification --------------- Re: CDC Mortgage Capital Trust 2004-HE3 Mortgage Pass-Through Certificates, Series 2004-HE3, issued pursuant to the Pooling and Servicing Agreement, dated as of August 1, 2004 (the Pooling and Servicing Agreement"), among Morgan Stanley ABS Capital I Inc., as depositor (the "Depositor", CDC Mortgage Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian"), JPMorgan Chase Bank, as trustee (the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer"). I, Craig Phillips, certify that: 1. I have reviewed this annual report on Form 10-K ("Annual Report"), and all reports on Form 8-K containing distribution or servicing reports (collectively with this Annual Report, the "Reports") filed in respect of periods included in the year covered by this Annual Report of the Depositor relating to the above-referenced trust and series of certificates; 2. Based on my knowledge, the information in the 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 Agreement for inclusion in the Reports is included in these Reports; 4. Based on my knowledge and upon the annual compliance statement included in this Annual Report and required to be delivered to the Trustee in accordance with the terms of the Pooling and Servicing Agreement, and except as disclosed in the Reports, the Servicer has fulfilled its obligations under the Pooling and Servicing Agreement; and 5. The Reports disclose all significant deficiencies relating to the Servicer's compliance with the minimum servicing standards based upon the report provided by an independent public accountant, 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 Agreement, that is included in the Reports. In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: the Trustee and the Servicer. /s/ Craig Phillips ----------------------- Name: Craig Phillips Title: President Morgan Stanley ABS Capital I Inc. Date: March 29, 2005 EXHIBIT 99.1 Annual Independent Accountants' Servicing Report with Management Assertion KPMG LLP Suite 2000 355 South Grand Avenue Los Angeles, CA 90071 Independent Accountants' Report Board of Directors Countrywide Financial Corporation: We have examined the accompanying management's assertion, that Countrywide Financial Corporation and subsidiaries, including its wholly-owned subsidiary Countrywide Home Loans, Inc. (CHL) and Countrywide Home Loans Servicing, L.P., a wholly-owned subsidiary of CHL, (collectively, the Company) complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) as of and for the year ended December 31, 2004. Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Company' compliance based on our examination. Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the minimum servicing standards specified above 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 provide a legal determination on the Company's compliance with the minimum servicing standards. In our opinion, management's assertion that Countrywide Financial Corporation and subsidiaries, (including its wholly-owned subsidiary, Countrywide Home Loans, Inc. (CHL) and Countrywide Home Loans Servicing, L.P., a wholly-owned subsidiary of CHL, complied with the aforementioned minimum servicing standards as of and for year ended December 31, 2004 is fairly stated, in all material respects. By: /s/ KPMG LLP - --------------------------- March 17, 2005 Countrywide Home Loans Management's Assertion March 17, 2005 As of and for the year ended December 31, 2004, Countrywide Financial Corporation and Subsidiaries (which includes its wholly-owned subsidiary, Countrywide Home Loans, Inc. ("CHL"), and Countrywide Home Loans Servicing, L.P., a wholly owned subsidiary of CHL) ("the 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 for Mortgage Bankers. As of and for this same period, the Company had in effect a fidelity bond and errors ad omissions policy in the amount of $200 million and $100 million, respectively. Sincerely, /s/ Thomas K. McLaughlin - ------------------------------ Executive Managing Director and Chief Financial Officer /s/ Kevin Meyers - ------------------------------ Kevin Meyers Managing Director, Chief Financial Officer Loan Administration EXHIBIT 99.2 Annual Servicer's Statement of Compliance Countrywide 400 Countrywide Way, SV-44 Simi Valley, California 93065-6298 (805) 520-5100 March 25, 2005 Morgan Stanley ABS Capital I Inc. Re: CDC 2004-HE1, CDC 2004-HE2, CDC 2004-HE3, IXIS 2004-HE4 1585 Broadway New York, NY 10036 Deutsche Bank Re: CDC 2004-HE1, CDC 2004-HE2, CDC 2004-HE3, IXIS 2004-HE4 1761 E. St. Andrews Place Santa Ana, CA 92705 JP Morgan Chase Bank, N.A. 4 New York Plaza - 6th Floor New York, NY 10004 OFFICER'S CERTIFICATE I, Joseph M. Candelario, hereby certify that I am the First Vice President, Loan Administration of Countrywide Home Loans, Inc., fka Countrywide Funding Corporation. I further certify, with respect to the Pooling and Servicing Agreements, listed on Exhibit I hereto (the "Agreements"), for Countrywide Home Loans Servicing LP.(the "Servicer"), the following: I have reviewed the activities and performances of the Servicer during the fiscal year ended December 31, 2004 under the Agreements and, to the best of my knowledge, based on my review, the Servicer has fulfilled all of its duties, responsibilities or obligations under the Agreements throughout the fiscal year. By: /s/ Joseph M. Candelario March 25, 2005 - ---------------------------- -------------- Joseph M. Candelario Date First Vice President Compliance Officer Loan Administration re: Investor Numbers See Deal Name Listing on Exhibit I See Deal Name Listing on following page. Exhibit I 1. CDC Mortgage Capital Trust 2004-HE1: Pooling and Servicing Agreement, dated as of February 1, 2004. 2. CDC Mortgage Capital Trust 2004-HE2: Pooling and Servicing Agreement, dated as of May 1, 2004. 3. CDC Mortgage Capital Trust 2004-HE3: Pooling and Servicing Agreement, dated as of August 1, 2004. 4. IXIX Real Estate Capital Trust 2004-HE4: Pooling and Servicing Agreement, dated as of November 1, 2004. EXHIBIT 99.3 CDC Mortgage Capital Trust 2004-HE3 2004 Aggregate Distribution Amounts - --------------------------------------------------------------------------------------- Original Principal Interest Ending balance Class Cusip Face Value Paid Paid December 27, 2004 - --------------------------------------------------------------------------------------- A1 12506YDD8 $304,567,000.00 $34,595,452.53 $2,226,737.65 $ 269,971,547.47 A2 12506YDE6 232,705,000.00 25,776,808.59 1,727,692.89 206,928,191.41 M1 12506YDF3 41,861,000.00 0.81 358,109.22 41,860,999.19 M2 12506YDG1 32,962,000.00 0.00 348,426.65 32,962,000.00 M3 12506YDH9 9,559,000.00 0.00 107,575.92 9,559,000.00 B1 12506YDJ5 8,240,000.00 0.00 105,401.04 8,240,000.00 B2 12506YDK2 6,922,000.00 0.00 90,907.01 6,922,000.00 B3 12506YDL0 6,592,000.00 0.00 127,113.90 6,592,000.00 B4 12506YDM8 6,592,000.00 0.00 127,113.90 6,592,000.00 P 100.00 0.00 1,321,424.76 100.00 R 0.00 0.00 0.00 0.00 X BCC0GBNM5 $ 9,229,109.00 $ 0.00 $7,501,207.24 $ 9,229,109.00 - --------------------------------------------------------------------------------------
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