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 Fiscal Year Ended December 31, 1997
Commission File Number 33-17232
ASSET BACKED SECURITIES CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 13-3354848
- ---------------------------------------------- ------------------------------------
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
11 Madison Avenue, New York, New York 10010
- ---------------------------------------------- ------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 212-325-1811
------------------------------------
</TABLE>
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act:
Title of Number of shares outstanding
each class as of December 31, 1997
---------- -----------------------
Common Stock 1,000
par value $1 per share
As of March 26, 1998 none of the Registrant's Common Stock was held by
non-affiliates.
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
--- ---
<PAGE>
ASSET BACKED SECURITIES CORPORATION
INDEX
Page
Number
------
PART I
Item 1. Business 3
Item 2. Properties 5
Item 3. Legal Proceedings 5
Item 4. Submission of Matters to a Vote of Security Holders 5
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters 6
Item 6. Selected Financial Data 6
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6
Item 8. Financial Statements 7
PART III
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 14
Item 10. Directors and Executive Officers of the Registrant 14
Item 11. Executive Compensation 14
Item 12. Security Ownership of Certain Beneficial Owners
and Management 14
Item 13. Certain Relationships and Related Transactions 14
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K 15
SIGNATURES 16
INDEX TO EXHIBITS 17
CONSENT OF INDEPENDENT AUDITORS 18
Page 2
<PAGE>
PART I
Item 1. Business
--------
Asset Backed Securities Corporation (the "Company") is a wholly
owned subsidiary of Collateralized Mortgage Securities
Corporation, which is a wholly owned subsidiary of Credit Suisse
First Boston Management Corporation ("FBSC"), which is a wholly
owned subsidiary of Credit Suisse First Boston, Inc., a privately
owned holding company.
The Company was organized on May 20, 1986, as a Delaware
corporation with an initial capitalization of $1,000. The Company
was organized to issue notes collateralized by receivables from
(i) retail automotive installment sale contracts, loans or leases,
(ii) consumer or commercial loans or leases, (iii) residential or
commercial mortgages or leases, (iv) pass-through certificates
evidencing fractional undivided ownership interests in trust(s) or
pool(s) of receivables, or (v) any combination thereof.
Prior to October 30, 1986, the Company had not commenced
operations except for the conduct of organizational matters. On
October 30, 1986 and December 15, 1986, the company sold
$4,000,000,000 and $180,226,000, aggregate principal amounts, of
Asset Backed Obligations, Series 1 and Series 2 (the "Series 1 and
Series 2 Notes"), respectively. Each of the Series 1 and Series 2
Notes was separately collateralized by pools of retail automotive
installment sale contracts (the "Series 1 and Series 2
Receivables") purchased from General Motors Acceptance Corporation
("GMAC"). The Series 1 and Series 2 Receivables were secured by
new automobiles and light trucks and were serviced by GMAC. The
Company purchased such Series 1 and Series 2 Receivables from GMAC
and FBSC simultaneously with the issuance of Series 1 and Series 2
Notes, respectively.
On January 29, 1987, the Company transferred all of its right,
title and interest to its assets that were pledged to secure the
payment of the Series 1 and Series 2 Notes to FBC Asset Securities
Trust 1 ("Trust 1"), a trust formed under the laws of the State of
Delaware pursuant to a trust agreement (the "Trust 1 Agreement")
dated as of January 29, 1987, between the Company and Wilmington
Trust Company, as Owner Trustee (the "Owner Trustee"). Such assets
and related liabilities consisted of the Series 1 and Series 2
Receivables, accrued interest receivable, trustee collection
accounts, deferred debt issuance costs, GMAC's limited guarantees
of payments under the Series 1 and Series 2 Receivables, letters
of credit supporting payments under the Series 1 and Series 2
Receivables up to a limited amount, the guaranteed investment
contracts, the Series 1 and Series 2 Notes and accrued interest
payable. In accordance with the Trust Agreement, the Owner Trustee
issued to the Company trust certificates ("Trust 1 Certificates")
representing 100% undivided beneficial interest in Trust 1. On
January 30, 1987, and February 12, 1987, the Company sold its
beneficial interest in Trust 1 through private placements.
Page 3
<PAGE>
Item 1. Business (continued)
--------------------
On July 14, 1987, the Company sold $25,675,000, aggregate
principal amount, of Asset Backed Obligations, Series 3 (the
"Series 3 Notes"). The Series 3 Notes were collateralized by a
pool of retail automotive installment sale contracts (the "Series
3 Receivables") purchased from General Electric Credit Corporation
("GECC"). The Series 3 Receivables were secured by new and used
automobiles and light trucks and were serviced by GECC. The
Company purchased such Series 3 Receivables from GECC
simultaneously with the issuance of the Series 3 Notes.
On August 13, 1987, the Company sold $1,410,840,000, aggregate
principal amount, of Asset Backed Obligations, Series 4 (the
"Series 4 Notes"). The Series 4 Notes were collateralized by two
pools of retail automotive installment sale contracts (the "Series
4 Receivables") purchased from GMAC. The Series 4 Receivables were
secured by new automobiles and light trucks and were serviced by
GMAC. The Company purchased such Series 4 Receivables from GMAC
simultaneously with the issuance of the Series 4 Notes.
On October 27, 1987, the Company sold $142,675,000, aggregate
principal amount, of Asset Backed Obligations, Series 5 (the
"Series 5 Notes"). The Series 5 Notes were collateralized by three
pools of retail automotive installment sale contracts (the "Series
5 Receivables") purchased from GMAC. The Series 5 Receivables were
secured by new automobiles and light trucks and are serviced by
GMAC. The Company purchased such Series 5 Receivables from FBSC
simultaneously with the issuance of the Series 5 Notes.
On December 3, 1987, the Company sold $124,535,000, aggregate
principal amount, of Asset Backed Obligations, Series 6 (the
"Series 6 Notes"). The Series 6 Notes were collateralized by two
pools of retail automotive installment sale contracts (the "Series
6 Receivables") purchased from BMW Credit Corporation (BMWCC").
The Series 6 Receivables were secured by new and used automobiles
and were serviced by BMWCC. The Company purchased such Series 6
Receivables from BMWCC simultaneously with the issuance of the
Series 6 Notes.
Between October 14, 1987 and January 12, 1988, the Company
deposited all of its assets that were pledged to secure the
payment of the Company's Asset Backed Obligations, Series 3
through Series 6 into Asset Securities Trust 2 ("Trust 2"). Trust
2 was formed under the laws of the State of Delaware pursuant to a
trust agreement (the "Trust 2 Agreement") dated as of October 14,
1987, as amended and restated on November 13, 1987, January 12,
1988, and January 19, 1988, between the Company and Wilmington
Trust Company, as Trustee (the "Owner Trustee"). Such assets and
related liabilities consisted of the Series 3 through Series 6
Receivables, accrued interest receivable, trustee collection
accounts, deferred debt issuance costs, limited guarantees of
payments under the Series 3 through Series 6 Receivables up to a
limited amount, the guaranteed investment contracts, the Series 3
through Series 6 Notes and accrued interest payable.
Page 4
<PAGE>
Item 1. Business (continued)
--------------------
In accordance with the Trust 2 Agreement, the Owner Trustee issued
to the Company trust certificates (the "Trust 2 Certificates")
representing a 100% undivided beneficial interest in Trust 2. On
January 21, 1988, the Company, through private placements, sold
100% of its beneficial interest in Trust 2.
Trust 1 and 2 had assumed all of the Company's duties and
obligations under the indentures relating to the Notes, including
the obligation to pay the outstanding principal of and interest on
the Asset Backed Obligations, Series 1, Series 2, Series 3, Series
4, Series 5 and Series 6 Notes.
On December 15, 1990, FBC Asset Securities Trust 1 distributed the
final payment to its bondholders and beneficial interest owners.
On November 15, 1992, Asset Securities Trust 2 distributed the
final payment to its bondholders and beneficial interest owners.
On April 17, 1990, the Company sold $609,280,000, aggregate
principal amount, of Asset Backed Obligations, Series 7 (the
"Series 7 Notes"). The Series 7 Notes are collateralized by a pool
of retail automotive installment sale contracts (the "Series 7
Receivables") purchased from Chrysler Financial Corporation. The
Series 7 Receivables were secured by new and used automobiles,
light trucks and minivans and are serviced by Chrysler Credit
Corporation. The Company purchased such Series 7 Receivables from
Chrysler Financial Corporation and FBSC simultaneously with the
issuance of the Series 7 Notes.
Item 2. Properties
----------
The Company neither owns nor leases any physical properties.
Item 3. Legal Proceedings
-----------------
The Company is not a party to any material actual or pending legal
proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
There were no matters submitted to a vote of security holders
during the year ended December 31, 1997.
Page 5
<PAGE>
PART II
- -------
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
---------------------------------------------------------------------
As of March 26, 1998 all outstanding shares of the Company's common
stock are owned indirectly by Credit Suisse First Boston, Inc. and are
not traded in any stock exchange or in the over-the-counter market.
Item 6. Selected Financial Data
-----------------------
Selected financial data is omitted because the information is included
in the financial statements or notes thereto.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
---------------------------------------------------------------
The principal activities of the Company include (i) issuing and selling
asset backed obligations (the "Notes") and acquiring, owning, holding
and pledging automotive receivables, (ii) conveying or transferring all
or any portion of the Company's rights, title or interest in the Notes
to various entities including trusts and (iii) creating, acquiring,
owning and selling residual interest in such activities.
Results of Operations
---------------------
For the years ended December 31, 1997, 1996 and 1995 the Company did
not issue any series of notes or purchase any receivables.
Liquidity and Capital Resources
-------------------------------
The Company utilizes FBSC to facilitate the settlement of all cash
transactions and maintains all excess cash with FBSC. Such cash is
available from FBSC on demand and does not earn interest.
Page 6
<PAGE>
Item 8. Financial Statements
--------------------
INDEX TO FINANCIAL STATEMENTS Page
----
Independent Auditors' Report 8
Balance Sheets as of December 31, 1997 and 1996 9
Statements of Operations for the Years Ended
December 31, 1997, 1996 and 1995 10
Statements of Changes in Stockholder's Equity for the
Years Ended December 31, 1997, 1996 and 1995 10
Statements of Cash Flows for the Years Ended
December 31, 1997, 1996 and 1995 11
Notes to Financial Statements 12
Financial Statement Schedules are omitted because they are not
required, inapplicable, or the information is included in the financial
statements or notes thereto.
Page 7
<PAGE>
Independent Auditors' Report
The Board of Directors
Asset Backed Securities Corporation:
We have audited the accompanying balance sheets of Asset Backed Securities
Corporation as of December 31, 1997 and 1996, and the related statements of
operations, changes in stockholder's equity, and cash flows for each of the
years in the three year period ended December 31, 1997. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Asset Backed Securities
Corporation as of December 31, 1997 and 1996, and the results of its operations
and its cash flows for each of the years in the three year period ended December
31, 1997, in conformity with generally accepted accounting principles.
KPMG Peat Marwick LLP
New York, New York
March 26, 1998
Page 8
<PAGE>
ASSET BACKED SECURITIES CORPORATION
BALANCE SHEETS
<TABLE>
<CAPTION>
December 31,
1997 1996
------------------ ------------------
(In thousands, except par value and share data)
<S> <C> <C>
Assets:
Cash $ 1 $ 1
Receivable from Credit Suisse First Boston
Management Corporation 18 18
----------------- ------------------
Total Assets $ 19 $ 19
================= ==================
Liabilities and Stockholder's Equity:
Accrued expenses $ - $ -
----------------- ------------------
Total Liabilities - -
----------------- ------------------
Stockholder's Equity:
Common stock and paid in capital,
$1 par value (authorized 10,000 shares;
1,000 issued and outstanding) 19 19
----------------- ------------------
Total Liabilities and Stockholder's Equity $ 19 $ 19
================= ==================
</TABLE>
See Accompanying Notes to Financial Statements.
Page 9
<PAGE>
ASSET BACKED SECURITIES CORPORATION
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the Year Ended December 31,
1997 1996 1995
---- ---- ----
(in thousands)
<S> <C> <C> <C>
Revenues:
Commitment fee and miscellaneous income $ $ $
- - -
------- ------- --------
- - -
------- ------- --------
Expenses:
General and administrative expenses
- - -
------- ------- --------
- - -
------- ------- --------
Income from operations before income tax - - -
Income tax
- - -
------- ------- --------
Net income $ - $ - $ -
======= ======= ========
</TABLE>
ASSET BACKED SECURITIES CORPORATION
STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
<TABLE>
<CAPTION>
For the Year Ended December 31,
1997 1996 1995
---- ---- ----
(in thousands)
<S> <C> <C> <C>
Net income $ - $ - $ -
---------- ---------- ----------
- - -
Balance at beginning of year 19 1,219 1,219
Dividends paid - ( 1,200) -
---------- ---------- ----------
Balance at end of year $ 19 $ 19 $ 1,219
========== ========== ==========
</TABLE>
See Accompanying Notes to Financial Statements.
Page 10
<PAGE>
ASSET BACKED SECURITIES CORPORATION
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Year Ended December 31,
1997 1996 1995
---- ---- ----
(in thousands)
<S> <C> <C> <C>
Cash Flows from Operating Activities:
- -------------------------------------
Net income $ - $ - $ -
Adjustments to reconcile net income
to cash provided by (used for)
operating activities:
(Increase) decrease in:
Receivable from Credit Suisse First Boston
Management Corporation - 1,200 (430)
----------- ----------- ----------
Net Cash Provided by
(Used for) Operating Activities - 1,200 (430)
----------- ----------- -----------
Cash Flows from Financing Activities:
- -------------------------------------
Net proceeds from (payments for):
Deferred debt issuance costs - - 430
Dividends paid - (1,200) -
----------- ----------- -----------
Net Cash (Used for) Provided by
Financing Activities - (1,200) 430
----------- ----------- -----------
Net change in cash - - -
Cash at beginning of year 1 1 1
----------- ----------- -----------
Cash at end of year $ 1 $ 1 $ 1
=========== =========== ===========
</TABLE>
See Accompanying Notes to Financial Statements.
Page 11
<PAGE>
ASSET BACKED SECURITIES CORPORATION
NOTES TO FINANCIAL STATEMENTS
1. Description of Business
-----------------------
Asset Backed Securities Corporation (the "Company") is a wholly owned
subsidiary of Collateralized Mortgage Securities Corporation, which is
a wholly owned subsidiary of Credit Suisse First Boston Management
Corporation ("FBSC"). FBSC is a wholly owned subsidiary of Credit
Suisse First Boston, Inc., a privately owned holding company.
The Company was organized on May 20, 1986, as a Delaware corporation
with an initial capitalization of $1,000. The Company was organized to
issue notes collateralized by receivables from (i) retail automotive
installment sale contracts, loans or leases, (ii) consumer or
commercial loans or leases, (iii) residential or commercial mortgages
or leases, (iv) pass-through certificates evidencing fractional
undivided ownership interests in trust(s) or pool(s) of receivables, or
(v) any combination thereof.
From October 30, 1986 through December 3, 1987, the Company sold
through various series $5,883,951,000 aggregate principal amount, of
Asset Backed Obligations (the "Series Notes"). The Series Notes were
collateralized by pools of retail automotive installment sale contracts
(the "Receivables") purchased directly from certain finance companies.
The Receivables were secured, in certain of the Series Notes, by new
automobiles, light trucks and minivans or in certain other Series Notes
by new or used automobiles. The Company purchased the respective
Receivables directly from the finance companies and FBSC simultaneously
with the issuance of the respective Series Notes.
During the period January 29, 1987 through January 12, 1988, the
Company deposited all of its assets that were pledged to secure the
payment of the Series Notes into various Trusts. The Trusts were formed
under the laws of the State of Delaware pursuant to trust agreements
between the Company and Wilmington Trust Company, as owner trustee.
Such assets and related liabilities consisted of the Receivables,
accrued interest receivables, trustee collection accounts, deferred
debt issuance costs, and limited guarantees of payments under the
Series Notes, the guaranteed investment contracts, the Series Notes and
accrued interest payable. The Company has sold, through private
transactions, the entire beneficial interests in such Trusts.
Page 12
<PAGE>
ASSET BACKED SECURITIES CORPORATION
NOTES TO FINANCIAL STATEMENTS
1. Description of business (continued)
-----------------------------------
On December 15, 1990, FBC Asset Securities Trust 1 distributed the
final payment to its bondholders and beneficial interest owners.
On November 15, 1992, Asset Securities Trust 2 distributed the final
payment to its bondholders and beneficial interest owners.
On April 17, 1990, the Company sold $609,280,000 aggregate principal
amount of, Asset Backed Obligations (the "Series 7 Notes"). The Series
7 Notes are secured by a pool of retail automotive installment sale
contracts (the "Receivables"). The issuance has been accounted for as a
sale of the Receivables; accordingly, the Series 7 Notes and the
related Receivables do not appear on the Company's balance sheets.
2. Summary of significant accounting policies
------------------------------------------
Deferred debt issuance costs are allocated to the specific Series to
which the expense relates on the date of issuance and are included in
the cost of investment in residual interests upon sale.
The Company utilizes FBSC to facilitate the settlement of all cash
transactions and invests all excess cash with FBSC. Such cash is
available from FBSC on demand and does not earn interest. All gains and
losses are recognized by FBSC on each transaction.
The Company is included in the consolidated federal and combined state
and local income tax returns of Credit Suisse First Boston, Inc. The
amount of income tax expense is computed on a separate company basis
and allocated by Credit Suisse First Boston, Inc. to FBSC on behalf of
the Company.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
Page 13
<PAGE>
PART III
- --------
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
---------------------------------------------------------------
None.
Item 10. Directors and Executive Officers of the Registrant
--------------------------------------------------
The directors and executive officers of the Company are as
follows:
<TABLE>
<CAPTION>
Name Age Title Date Elected
---- --- ----- ------------
<S> <C> <C> <C>
William S. Pitofsky 38 President, Chief Executive Officer
and Director 09/24/93
Carlos Onis 43 Vice President 07/16/90
Thomas A. DeGennaro 43 Director of Taxes 07/16/90
Rhonda G. Matty 39 Assistant Secretary 08/24/94
Diane Manno 39 Treasurer 09/13/96
Thomas M. Zingalli 39 Controller and Principal
Accounting Officer 08/05/94
</TABLE>
Item 11. Executive Compensation
----------------------
No compensation was paid by the Company to persons who were
directors, officers or employees of the Company.
Item 12. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
Not applicable.
Item 13. Certain Relationships and Related Transactions
----------------------------------------------
Not applicable.
Page 14
<PAGE>
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:
---------------------
The Financial Statements and Notes to Financial Statements,
appear on pages 9 through 13. The Report of Independent
Auditors, KPMG Peat Marwick LLP, pertaining to the 1997, 1996
and 1995 financial statements appears on page 8.
(2) Financial Statement Schedules:
------------------------------
Financial Statement Schedules are omitted because they are
either not required, inapplicable, or the information is
included in the financial statements or notes thereto.
(3) Exhibits:
---------
Restated Certificate of Incorporation of Asset Backed
Securities Corporation (incorporated by reference to Exhibit
3.1 of the Current Report on Form 8-K dated March 19, 1987).
By-Laws of Asset Backed Securities Corporation (incorporated
by reference to Exhibit 3.2 of the Current Report on Form 8-K
dated March 19, 1987).
Indenture, dated as of October 30, 1986, between Asset Backed
Securities Corporation and State Street Bank and Trust
Company, the Trustee (incorporated by reference to Exhibit 2
of the Current Report on Form 8-K dated March 19, 1987).
(b) Reports on Form 8-K
None.
(c) Exhibits filed as part of this report are included in Item
14(a)(3) above.
Page 15
<PAGE>
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, on this 26th day of March,
1998.
ASSET BACKED
SECURITIES CORPORATION
By: __________________________
William S. Pitofsky
President, Chief Executive
Officer and Director
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 Registrant and
in the capacities indicated on March 26, 1998.
By: ___________________________ By: ___________________________
Carlos Onis Rhonda G. Matty
Vice President Assistant Secretary
By: ___________________________ By: ___________________________
Diane Manno Thomas M. Zingalli
Treasurer Controller and Principal
Accounting Officer
By: ___________________________
Thomas A. DeGennaro
Director of Taxes
Page 16
<PAGE>
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, on this 26th day of March,
1998.
By: WILLIAM S. PITOFSKY
--------------------------
William S. Pitofsky
President, Chief Executive
Officer and Director
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 Registrant and
in the capacities indicated on March 26, 1998.
By: CARLOS ONIS By: RHONDA G. MATTY
--------------------------- ---------------------------
Carlos Onis Rhonda G. Matty
Vice President Assistant Secretary
By: DIANE MANNO By: THOMAS M. ZINGALLI
--------------------------- ---------------------------
Diane Manno Thomas M. Zingalli
Treasurer Controller and Principal
Accounting Officer
By: THOMAS A. DEGENNARO
---------------------------
Thomas A. DeGennaro
Director of Taxes
Page 16
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibits Page
- ------- ----------------------- ----
<S> <C> <C>
2 Indenture, dated as of October 30, 1986, between Asset Backed
Securities Corporation and State Street Bank and Trust Company,
the Trustee. *
3.1 Restated Certificate of Incorporation of
Asset Backed Securities Corporation. *
3.2 By-Laws of Asset Backed Securities Corporation. *
</TABLE>
* Incorporated by reference to the same Exhibits in the Current Report on Form
8-K filed with the Securities and Exchange Commission on March 19, 1987.
Page 17
<PAGE>
Consent of Independent Auditors
The Board of Directors
Asset Backed Securities Corporation:
We consent to incorporation by reference in the registration statement No.
33-17232 on Form S-3 of Asset Backed Securities Corporation of our report dated
March 26, 1998 relating to the balance sheets of Asset Backed Securities
Corporation as of December 31, 1997 and 1996, and the related statements of
operations, changes in stockholder's equity, and cash flows for each of the
years in the three year period ended December 31, 1997, which report appears in
the December 31, 1997 annual report on Form 10-K of Asset Backed Securities
Corporation.
KPMG Peat Marwick LLP
New York, New York
March 26, 1998
Page 18
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 1
<SECURITIES> 0
<RECEIVABLES> 18
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 19
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 19
<CURRENT-LIABILITIES> 0
<BONDS> 0
1
0
<COMMON> 0
<OTHER-SE> 18
<TOTAL-LIABILITY-AND-EQUITY> 19
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
