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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
(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, 2003
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number: 333-105643-01
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CWABS, Inc.
Asset-Backed Certificates, Series 2003-3
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(Exact name of Registrant as specified in its charter)
Delaware 95-4449516
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(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
c/o Countrywide Home Loans Servicing LP
4500 Park Granada
Calabasas, California 91302
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 225-3000
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Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act: None
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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
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.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. [ ]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act). Yes No X
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State the aggregate market value of the voting and non-voting common equity
held by non-affiliates of the Registrant: Not applicable
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Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of December 31, 2003: Not applicable
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DOCUMENTS INCORPORATED BY REFERENCE
None.
* * *
This Annual Report on Form 10-K (the "Report") is filed with respect to
the trust fund (the "Trust Fund") formed pursuant to the pooling and servicing
agreement dated as of June 1, 2003 (the "Pooling and Servicing Agreement") among
CWABS, Inc., as depositor (the "Company"), Countrywide Home Loans, Inc., as
seller (the "Seller"), Countrywide Home Loans Servicing LP, as master servicer
(the "Master Servicer"), The Bank of New York, as trustee (the "Trustee"), BNY
Western Trust Company, as co-trustee, for the issuance of CWABS, Inc.,
Asset-Backed Certificates, Series 2003-3 (the "Certificates"). Certain
information otherwise required to be included in this Report by the Instructions
to Form 10-K has been omitted in reliance on the relief granted by the
Commission to other companies in similar circumstances, in particular, the
relief granted in CWMBS, Inc. (February 3, 1994) (collectively, the "Relief
Letters").
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PART I
ITEM 1. BUSINESS
Not applicable. See the Relief Letters.
ITEM 2. PROPERTIES
Not applicable. See the Relief Letters.
ITEM 3. LEGAL PROCEEDINGS
There were no material pending legal proceedings relating to
the Trust Fund to which any of the Trust Fund, the Trustee,
the Master Servicer or the Company was a party or of which any
of their respective properties was the subject during the
fiscal year covered by this Report, nor is the Company aware
of any such proceedings contemplated by governmental
authorities.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of Certificateholders, and
no Certificateholder consent was solicited during the fiscal
year covered by this Report.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a) Item 201 of Regulation S-K:
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i. Market Information. There is no established public trading
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market for the Certificates.
ii. Holders. As of December 31, 2003 there were less than
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300 holders of record of the Certificates.
iii. Dividends. Not applicable. See the Relief Letters.
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(Information as to distributions to
Certificateholders is provided in the Registrant's
monthly filings on Form 8-K.)
iv. Securities Authorized for Issuance Under Equity
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Compensation Plans. Not applicable.
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Item 701 of Regulation S-K. Not applicable. See the
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Relief Letters.
(b) Rule 463 of the Securities Act of 1933. Not
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applicable. See the Relief Letters.
(c) Item 703 of Regulation S-K. Not applicable as the
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Registrant has no class of equity securities
registered pursuant to section 12 of the Securities
Exchange Act of 1934.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable. See the Relief Letters.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Not applicable. See the Relief Letters.
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable. See the Relief Letters.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Not applicable. See the Relief Letters.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Not applicable. The Registrant is an Asset-Backed Issuer (as defined
in Exchange Act Rule 15d-14(g)) and is therefore not required to
disclose information under Item 307 of Regulation S-K. See Item 307 of
Regulation S-K and Exchange Act Rule 15d-15(a). The Registrant is an
Asset-Backed Issuer (as defined in Exchange Act Rule 15d-14(g)) and is
therefore not required to disclose information under Item 308 of
Regulation S-K. See Instruction 2 to Item 308 of Regulation S-K and
Exchange Act Rule 15d-15(a).
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Not applicable. See the Relief Letters.
ITEM 11. EXECUTIVE COMPENSATION
Not applicable. See the Relief Letters.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information required by Item 201(d) of
Regulation S-K: Not applicable.
Information required by Item 403 of Regulation S-K.
(a) Not applicable. See the Relief Letters.
(b) Not applicable. See the Relief Letters.
(c) Not applicable. See the Relief Letters.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable. See the Relief Letters.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Not applicable. The Registrant is an Asset-Backed Issuer (as
defined in Exchange Act Rule 15d-14(g)) and is therefore not
required to disclose this information. See Instructions to
Item 14.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) Pursuant to the Pooling and Servicing Agreement, the Master
Servicer is required (i) to deliver an annual statement as
to compliance with the provisions of the Pooling and
Servicing Agreement and certain other matters (the "Annual
Statement of the Master Servicer") and (ii) to cause a firm
of independent public accountants to deliver an annual
report as to compliance with the servicing provisions of the
Pooling and Servicing Agreement (the "Annual Report of the
Firm of Accountants"). The Annual Statement of the Master
Servicer is attached as Exhibit 99.1 to this Report. The
Annual Report of the Firm of Accountants is attached as
Exhibit 99.2 to this Report. See Relief Letters.
(2) Not applicable.
(3) The required exhibits are as follows:
o Exhibit 3(i): Copy of Company's Certificate of
Incorporation (Filed as an Exhibit to
Registration Statement
on Form S-3 (File No. 33-11095)).
o Exhibit 3(ii): Copy of Company's By-laws (Filed as an
Exhibit to Registration Statement on Form S-3
(File No. 33-11095)).
o Exhibit 4: Pooling and Servicing
Agreement (Filed as part of the
Registrant's Current Report on Form
8-K/A filed on August 11, 2003).
o Exhibit 31: Rule 15d-14(a) Certification.
o Exhibit 99.1: Annual Statement of the Master Servicer.
o Exhibit 99.2: Annual Report of the Firm of Accountants.
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(b) Current Reports on Form 8-K filed during the last quarter
ending December 31, 2003:
Date of Current Report Item Reported
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September 25, 2003 Monthly report sent to certificateholders with the
September 2003 distribution.
October 25, 2003 Monthly report sent to certificateholders with the
October 2003 distribution.
November 25, 2003 Monthly report sent to certificateholders with the
November 2003 distribution.
(c) See subparagraph (a)(3) above.
(d) Not applicable. See the Relief Letters.
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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.
CWABS, INC.,
ASSET-BACKED CERTIFICATES, SERIES 2003-3
By: Countrywide Home Loans Servicing LP,
as Master Servicer*
By: Countrywide GP, Inc.
By: /s/ Joseph M. Candelario
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Name: Joseph M. Candelario
Title: First Vice President
Date: March 26, 2004
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* This Report is being filed by the Master Servicer on behalf of the
Trust Fund. The Trust Fund does not have any officers or directors.
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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.
No such annual report, proxy statement, form of proxy or other
soliciting material has been sent to Certificateholders. See the Relief Letters.
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EXHIBIT INDEX
Exhibit Document
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3(i) Company's Certificate of Incorporation (Filed as an Exhibit to
Registration Statement on Form S-3 (File No. 33-11095))*
3(ii) Company's By-laws (Filed as an Exhibit to Registration Statement
on Form S-3 (File No. 33-11095))*
4 Pooling and Servicing Agreement (Filed as part of the Company's
Current Report on Form 8-K/A filed on August 11, 2003)*
31 Rule 15d-14(a) Certification
99.1 Annual Statement of the Master Servicer
99.2 Annual Report of the Firm of Accountants
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* Incorporated herein by reference.
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