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, 1999
Commission file number: 333-43091-04
BEAR STEARNS ASSET-BACKED SECURITIES, INC.,
as Depositor, EMC Mortgage Corporation, as Seller and Maste
Servicer, and Bankers Trust Company of California, N.A., as trustee
(the "Trustee") under the Pooling and Servicing Agreement, dated as
of September 1, 1999, providing for the issuance of the Bear
Stearns Asset-Backed Certificates, Series 1992-2.
BEAR STEARNS ASSET-BACKED CERTIFICATES, SERIES 1999-2
(Exact name of Registrant as specified in its Charter)
DELAWARE 13-383643
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification Number)
245 PARK AVENUE
NEW YORK, NEW YORK 10167
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(212) 272-2000
Securities registered pursuant to Section 12(b) of the Act:
NOT APPLICABLE.
Securities registered pursuant to Section 12(g) of the Act:
NOT APPLICABLE.
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 the Registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of the
Form 10-K or any amendment to this Form 10-K. [ ].
Aggregate market value of voting stock held by non-affiliates of the
Registrant as of December 31, 1999: NOT APPLICABLE.
Number of shares of common stock outstanding as of December 31, 1999:
NOT APPLICABLE.
DOCUMENTS INCORPORATED BY REFERENCE
Documents in Part I and Part IV incorporated herein by reference are as
follows:
Pooling and Servicing Agreement of Registrant dated as of September 1,
1999 (hereby incorporated herein by reference as part of the Registrant's
Current Report on Form 8-K as Exhibit 4.1, and filed with the Securities
and Exchange Commission on October 27, 1999).
Documents in Part II and Part IV incorporated herein by reference are as
follows:
Monthly Remittance Statement to the Certificateholders dated as of
October 25, 1999, and filed with the Securities and Exchange Commission on
Form 8-K on January 19, 2000.
Monthly Remittance Statement to the Certificateholders dated as of
November 25, 1999, and filed with the Securities and Exchange Commission
on Form 8-K on January 19, 2000.
Monthly Remittance Statement to the Certificateholders dated as of
December 27, 1999, and filed with the Securities and Exchange Commission
on Form 8-K on January 19, 2000.
PART I
ITEM 1. Business.
The trust fund (the "Trust") created pursuant to a Pooling and Servicing
Agreement dated as of September 1, 1999 (the "Pooling and Servicing
Agreement") among Bear Stearns Asset Backed Securities, Inc., a Delaware
corporation, as depositor (the "Depositor"), EMC Mortgage Corporation, a
Delaware corporation, as seller (in such capacity, the "seller") and as
master servicer (in such capacity, the "Master Servicer"), and Bankers
Trust Company of California, N.A., a national banking association, as
trustee, (the "Trustee").
The Certificates will be issued pursuant to the Pooling and Servicing
Agreement. The Bear Stearns Asset Backed Securities, Inc. Asset-Backed
Certificates, Series 1999-2 (the "Certificates") will consist of: (a) the
following fixed rate certificates (the "Fixed Rate Certificates"): Class
AF-1 and Class AF-2 Certificates (collectively, the "Class A Fixed Rate
Certificates"), Class MF-1 Certificates (the "Class MF-1 Certificates"),
Class MF-2 Certificates (the "Class MF-2 Certificates" and together with
the Class MF-1 Certificates, the "Mezzanine Fixed Rate Certificates"),
Class BF Certificates (the "Class BF Certificates" and together with the
Mezzanine Fixed Rate Certificates, the "Subordinated Offered Fixed Rate
Certificates"); Class BF-IO Certificates (the "Class BF-IO Certificates");
and Class PF Certificates (the "Class PF Certificates"); (b) the following
adjustable rate certificates (the "Adjustable Rate Certificates"): Class
AV-1 and Class AV-2 Certificates (collectively, the "Class A Adjustable
Rate Certificates" and, together with the Class A Fixed Rate Certificates,
the "Class A Certificates"), Class MV-1 Certificates (the "Class MV-1
Certificates" and together with the Class MF-1 Certificates, the "Class
M-1 Certificates"), Class MV-2 Certificates (the "Class MV-2 Certificates"
and together with the Class MV-1 Certificates, the Mezzanine Adjustable
Rate Certificates", the Class MV-2 Certificates together with the Class
MF-2 Certificates, the "Class M-2 Certificates"); Class BV Certificates
(the Class BV Certificates" and together with the Mezzanine Adjustable
Rate Certificates, the "Subordinated Offered Adjustable Rate
Certificates;" and together with the Class BF Certificates, the "Class B
Certificates"); Class BV-IO Certificates (the "Class BV-IO Certificates"
and together with the Class BF-IO Certificates, the "Class B-IO
Certificates"); and Class PV Certificates (the "Class PV Certificates" and
collectively with the Class PF Certificates, the "Class P Certificates");
and (c) Class R Certificates (the "Residual Certificates"). The Mezzanine
Fixed Rate Certificates and the Mezzanine Adjustable Rate Certificates are
referred to collectively as the "Mezzanine Certificates." The
Subordinated Offered Fixed Rate Certificates and the Subordinated Offered
Adjustable Rate Certificates are referred to collectively as the
"Subordinate Offered Certificates."
Information with respect to the business of the Trust would not be
meaningful because the only "business" of the Trust is the collection
on the Mortgage Loans and distribution of payments on the Certificates to
Certificateholders. This information is accurately summarized in the
Monthly Reports to Certificateholders, which are filed on Form 8-K.
There is no additional relevant information to report in response to Item
101 of Regulation S-K.
ITEM 2. Properties.
The Depositor owns no property. The Bear Stearns Asset Backed
Securities, Inc. Asset-Backed Certificates, Series 1999-2, in the
aggregate, represent the beneficial ownership in a Trust consisting
primarily of the Mortgage Loans. The Trust will acquire title to real
estate only upon default of the mortgagors under the Mortgage Loan.
Therefore, this item is inapplicable.
ITEM 3. Legal Proceedings.
None.
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.
The Bear Stearns Asset Backed Securities, Inc. Asset-Backed Certificates,
Series 1999-2 represents, in the aggregate, the beneficial ownership in a
trust fund consisting primarily of the Mortgage Certificates. The
Certificates are owned by Certificateholders as trust beneficiaries.
Strictly speaking, the Registrant has no "common equity," but for
purposes of this Item only, the Registrant's Asset Backed Securities,
Inc. Asset-Backed Certificates, Series 1999-2 are treated as "common
equity."
(a) Market Information. There is no established public trading market
for Registrant's Certificates. Registrant believes the Certificates are
traded primarily in intra-dealer markets and non-centralized inter-dealer
markets.
(b) Holders. The number of registered holders of all classes of
Certificates on December 31, 1999 was: 10.
(c) Dividends. Not applicable. The information regarding dividends
required by sub-paragraph (c) of Item 201 of Regulation S-K is
inapplicable because the Trust does not pay dividends. However,
information as to distribution to Certificateholders is provided in the
Monthly Reports to Certificateholders for each month of the fiscal year
in which a distribution to Certificateholders was made.
ITEM 6. Selected Financial Data.
Not Applicable. Because of the limited activities of the Trust, the
Selected Financial Data required by Item 301 of Regulation S-K does not
add relevant information to that provided by the Monthly Reports to
Certificateholders, which are filed on a monthly basis on Form 8-K.
ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Not Applicable. The information required by Item 303 of Regulation S-K
is inapplicable because the Trust does not have management per se, but
rather the Trust has a Trustee who causes the preparation of the Monthly
Reports to Certificateholders. The information provided by the Monthly
Reports to Certificateholders, which are filed on a monthly basis on
Form 8-K, do not provide the relevant financial information regarding the
financial status of the Trust.
ITEM 8. Financial Statements and Supplementary Data.
Monthly Remittance Statement to the Certificateholders dated as of
October 25, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
November 25, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
December 27, 1999.
Annual Statement of Compliance by the Master Servicer will be
subsequently filed on Form 10-K/A after August 31, 2000.
Independent Accountant's Report on Servicer's will be subsequently filed
on Form 10-K/A after August 31, 2000.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
PART III
ITEM 10. Directors and Executive Officers of Registrant.
Not Applicable. The Trust does not have officers or directors.
Therefore, the information required by items 401 and 405 of Regulation
S-K are inapplicable.
ITEM 11. Executive Compensation.
Not Applicable. The Trust does not have officers or directors to whom
compensation needs to be paid. Therefore, the information required by
item 402 of regulation S-K is inapplicable.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management.
(a) Security ownership of certain beneficial owners. Under the Pooling
and Servicing Agreement governing the Trust, the holders of the
Certificates generally do not have the right to vote and are prohibited
from taking part in management of the Trust. For purposes of this Item
and Item 13 only, however, the Certificateholders are treated as "voting
security" holders.
As of December 31, 1999, the following are the only persons known to the
Registrant to be the beneficial owners of more than 5% of any class of
voting securities:
BANKERS TRUST COMPANY
JOHN LASHER
C/O BT SERVICES TENNESSE INC.
648 GRASSMERE PARK DRIVE
NASHVILLE, TN 37211
SERIES 1999-2
CLASS AF-1
$80,584,000
100.0%
CHASE MANHATTAN BANK
ORMA TRIM SUPERVISOR
4 NEW YORK PLAZA
13TH FLOOR
NEW YORK, NY 10004
SERIES 1999-2
CLASS AF-2
$30,200,000
100.0%
FIFTH THIRD BANK (THE)
JEAN FISHER
DEPT. 00850 - PROXY
38 FOUNTAIN SQUARE PLAZA
CINCINJATI, OH 45263
SERIES 1999-2
CLASS MF-1
$7,417,000
100.0%
BEAR STEARNS SECURITIES CORP.
VINCENT MARZELLA
ONE METROTECH CENTER NORTH
4TH FLOOR
BROOKLYN, NY 11201-3862
SERIES 1999-2
CLASS MF-2
$6,743,000
100.0%
BEAR STEARNS SECURITIES CORP.
VINCENT MARZELLA
ONE METROTECH CENTER NORTH
4TH FLOOR
BROOKLYN, NY 11201-3862
SERIES 1999-2
CLASS BF
$7,754,000
100.0%
BOSTON SAFE DEPOSIT AND TRUST COMPANY
CONSTANCE HOLLOWAY
C/O MELLON BANK N.A.
THREE MELLON BANK CENTER, ROOM 153-3015
PITTSBURGH, PA 15259
SERIES 1999-2
CLASS AV-1
$49,598,000
100.0%
LBI-LEHMAN GOVERNMENT SECURITIES INC. (LBI)
STEVE PATRIARCO SR VP
101 HUDSON STREET
31ST FLOOR
JERSEY CITY, NJ 07302
SERIES 1999-2
CLASS AV-2
$12,258,000
100.0%
BEAR STEARNS SECURITIES CORP.
VINCENT MARZELLA
ONE METROTECH CENTER NORTH
4TH FLOOR
BROOKLYN, NY 11201-3862
SERIES 1999-2
CLASS MV-1
$6,426,000
100.0%
BEAR STEARNS SECURITIES CORP.
VINCENT MARZELLA
ONE METROTECH CENTER NORTH
4TH FLOOR
BROOKLYN, NY 11201-3862
SERIES 1999-2
CLASS Mv-2
$5,021,000
100.0%
BEAR STEARNS SECURITIES CORP.
VINCENT MARZELLA
ONE METROTECH CENTER NORTH
4TH FLOOR
BROOKLYN, NY 11201-3862
SERIES 1999-2
CLASS BV
$6,025,000
100.0%
(b) Security ownership of management. Not Applicable. The Trust does
not have any officers or directors. Therefore, the information required
by Item 403 of Regulation S-K is inapplicable.
(c) Changes in control. Not Applicable. Since Certificateholders do not
possess, directly or indirectly, the power to direct or cause the
direction of the management and policies of the Trust, other than in
respect to certain required consents regarding any amendments to the
Pooling and Servicing Agreement, the information requested with respect to
item 403 of Regulation S-K is inapplicable.
ITEM 13. Certain Relationships and Related Transactions.
(a) Transactions with management and others. Registrant knows of no
transaction or series of transactions during the fiscal year ended
December 31, 1999, or any currently proposed transaction or series of
transactions, in an amount exceeding $60,000 involving the Registrant in
which the Certificateholders identified in Item 12(a) had or will have a
direct or indirect material interest. There are no persons of the types
described in Item 404(a)(1),(2) and (4) of Regulation S-K, however, the
information required by Item 404(a)(3) of Regulation S-K is hereby
incorporated by reference in Item 12 herein.
(b) Certain business relationships. None.
(c) Indebtedness of management. Not Applicable. The Trust does not have
management consisting of any officers or directors. Therefore, the
information required by item 404 of Regulation S-K is inapplicable.
(d) Transactions with promoters. Not Applicable. The Trust does not use
promoters. Therefore, the information required by item 404 of Regulation
S-K is inapplicable.
PART IV
ITEM 14. Exhibits, Financial Statement Schedules, and Reports on Form
8-K.
(a) The following is a list of documents filed as part of this report:
EXHIBITS
Monthly Remittance Statement to the Certificateholders dated as of
October 25, 1999, and filed with the Securities and Exchange Commission on
Form 8-K on January 19, 2000.
Monthly Remittance Statement to the Certificateholders dated as of
November 25, 1999, and filed with the Securities and Exchange Commission
on Form 8-K on January 19, 2000.
Monthly Remittance Statement to the Certificateholders dated as of
December 27, 1999, and filed with the Securities and Exchange Commission
on Form 8-K on January 19, 2000.
Annual Statement of Compliance by the Master Servicer will be
subsequently filed on Form 10-K/A after August 31, 2000.
Independent Accountant's Report on Servicer's will be subsequently filed
on Form 10-K/A after August 31, 2000.
(b) The following Reports on Form 8-K were filed during the last quarter
of the period covered by this Report:
Monthly Remittance Statement to the Certificateholders dated as of
October 25, 1999, and filed with the Securities and Exchange Commission on
Form 8-K on January 19, 2000.
Monthly Remittance Statement to the Certificateholders dated as of
November 25, 1999, and filed with the Securities and Exchange Commission
on Form 8-K on January 19, 2000.
Monthly Remittance Statement to the Certificateholders dated as of
December 27, 1999, and filed with the Securities and Exchange Commission
on Form 8-K on January 19, 2000.
(c) The exhibits required to be filed by Registrant pursuant to Item 601
of Regulation S-K are listed above and in the Exhibit Index that
immediately follows the signature page hereof.
(d) Not Applicable. The Trust does not have any subsidiaries or
affiliates. Therefore, no financial statements are filed with respect to
subsidiaries or affiliates.
Supplemental information to be furnished with reports filed pursuant to
Section 15(d) by registrants which have not registered securities pursuant
to Section 12 of the Act.
No annual report, proxy statement, form of proxy or other soliciting
material has been sent to Certificateholders, and the Registrant does
not contemplate sending any such materials subsequent to the filing of
this report.
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.
By: Bankers Trust Company of California, N.A.
not in its individual capacity but solely as
a duly authorized agent of the Registrant
pursuant to the Pooling and Servicing
Agreement, dated as of September 1, 1999.
By: /s/Judy L. Gomez
Judy L. Gomez
Assistant Vice President
Date: March 31, 2000
EXHIBIT INDEX
Exhibit Document
1.1 Monthly Remittance Statement to the Certificateholders dated as of
October 25, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on January 19, 2000.
1.2 Monthly Remittance Statement to the Certificateholders dated as of
November 25, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on January 19, 2000.
1.3 Monthly Remittance Statement to the Certificateholders dated as of
December 27, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on January 19, 2000.
1.4 The Pooling and Servicing Agreement of the Registrant dated as of
September 1, 1999 (hereby incorporated herein by reference and
filed as part of the Registrant's Current Report on Form 8-K as
Exhibit 4.1, and filed with the Securities and Exchange Commission
on October 27, 1999.
