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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, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT
OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO _________.
COMMISSION FILE NUMBER: 333-9532
BEAR STEARNS ASSET BACKED SECURITIES, INC. (AS DEPOSITOR UNDER THE DEPOSIT TRUST
AGREEMENT, DATED APRIL 1, 1999, PROVIDING FOR THE ISSUANCE OF THE AMERICAN
RESIDENTIAL EAGLE BOND TRUST MORTGAGE BACKED LIBOR NOTES, CLASS A, SERIES
1999-1)
BEAR STEARNS ASSET BACKED SECURITIES, INC.
(Exact Name of registrant as specified in its charter)
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DELAWARE 13-3836437
(State or other jurisdiction of incorporation or (I.R.S. employer identification no.)
organization)
245 PARK AVENUE 10167
NEW YORK, NY (Zip code)
(Address of principal executive offices)
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(212) 272-4095
(Registrant's telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act:
NONE NONE
(Title of class) (Title of class)
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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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K 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]
State the aggregate market value of the voting stock held by non-affiliates of
Registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of specified date within 60 days prior to the date of filing:
NOT APPLICABLE
Documents incorporated by reference:
NOT APPLICABLE
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BEAR STEARNS ASSET-BACKED SECURITIES, INC.
MORTGAGE-BACKED LIBOR NOTES, SERIES 1999-1
INDEX
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Page
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PART I .................................................................................... 3
ITEM 1 - BUSINESS................................................................. 3
ITEM 2 - PROPERTIES............................................................... 3
ITEM 3 - LEGAL PROCEEDINGS........................................................ 3
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS......................................................... 3
PART II .................................................................................... 3
ITEM 5 - MARKET FOR REGISTRANT'S COMMON STOCK AND
RELATED STOCKHOLDER MATTERS.............................................. 3
ITEM 6 - SELECTED FINANCIAL DATA.................................................. 3
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS............................ 3
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.............................. 3
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE................................... 3
PART III .................................................................................... 4
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF
THE REGISTRANT........................................................... 4
ITEM 11 - EXECUTIVE COMPENSATION................................................... 4
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT.................................................... 4
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS........................... 4
PART IV .................................................................................... 5
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K...................................................... 5
SIGNATURES ............................................................................... 6
INDEX TO EXHIBITS............................................................................. 7
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PART I
ITEM 1 - BUSINESS
Not Applicable.
ITEM 2 - PROPERTIES
Bear Stearns Asset-Backed Securities, Inc. (the "Depositor") will
furnish information regarding the Mortgaged Properties by reference to the
Annual Compliance Certificates to be filed herein under Item 14.
ITEM 3 - LEGAL PROCEEDINGS
The Depositor is not aware of any material pending legal proceedings
involving either the Mortgage-Backed LIBOR Notes, Series 1999-1, the American
Residential Eagle Bond Trust 1999-1 (the "Trust); the Master Servicing
Agreement; the Deposit Trust agreement; the Master Servicer; the Trustee; the
Depositor; or the Servicer which relates to the Trust.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter has been submitted to a vote of the holders of beneficial
interests in the Trust through the solicitation of proxies or otherwise.
PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
To the best knowledge of the Depositor, there is no established
public trading market for the Notes.
The Class A Note issued by the Trust is held by the Depository Trust
Company ("DTC") which in turn maintains records of holders of beneficial
interests in the Note. Based on information obtained by the Trust from DTC, as
of December 31, 1999, there were ten holders of Class A Note.
ITEM 6 - SELECTED FINANCIAL DATA
Not Applicable.
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Not Applicable.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION
Not Applicable.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There were no changes of accountants or disagreements on accounting
or financial disclosures between the Depositor and its accountants.
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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
The Depositor is a wholly-owned, special purpose subsidiary of The
Bear Stearns Companies Inc., a Delaware corporation. The Trust is a Delaware
statutory business trust wholly-owned by the Depositor.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
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PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
1. Financial Statements:
Not applicable.
2. Financial Statement Schedules:
Not applicable.
3. Exhibits:
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Exhibit No. Description
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99.1* Statement of Compliance of the
Master Servicer pursuant to Section
3(s) of the Master Servicing Agreement.
99.2* Annual Report of Independent
Accountant with respect to the
Master Servicer's overall
servicing operations pursuant to
Section 3(t) of the Master Servicing
Agreement.
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*The document is not due to be delivered until April 30, 2000. Such document
will be filed with the Securities and Exchange Commission by amendment upon
receipt by the Registrant.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Depositor has duly caused this Report to be
signed on its behalf by the undersigned, thereunto duly authorized.
By: BEAR STEARNS ASSET BACKED
SECURITIES, INC.,
As Depositor
By: /s/ JOSEPH T. JURKOWSKI, JR.
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Name: Joseph T. Jurkowski, Jr.
Title: Vice President, Secretary
Date: March 30, 2000.
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Depositor and in the capacities and on the dates indicated:
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Signature Position Date
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/s/ PATRICIA A. JEHLE Chief Executive Officer, March 30, 2000
- --------------------------- President, Director
Patricia A. Jehle
/s/ JULIANA C. JOHNSON Director March 30, 2000
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Juliana C. Johnson
/s/ THOMAS MARANO Director March 30, 2000
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Thomas Marano
/s/ JEFFREY MAYER Director March 30, 2000
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Jeffrey Mayer
/s/ SAMUEL L. MOLINARO, JR. Treasurer March 30, 2000
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Samuel L. Molinaro, Jr.
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INDEX TO EXHIBITS
Item 14(C)
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Exhibit No. Description
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99.1* Statement of Compliance of the Master Servicer pursuant to Section
3(s) of the Master Servicing Agreement.
99.2* Annual Report of Independent Accountant with respect to the Master
Servicer's overall servicing operations pursuant to Section 3(t) of
the Master Servicing Agreement.
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*The document is not due to be delivered until April 30, 2000. Such document
will be filed with the Securities and Exchange Commission by amendment upon
receipt by the Registrant.
