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, 1998
Commission File Number 33-17232
ASSET BACKED SECURITIES CORPORATION
-----------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3354848
- ---------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation)
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
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, 1998
---------- -----------------------
Common Stock 1,000
par value $1 per share
As of March 26, 1999 none of the Registrant's Common Stock was held by
non-affiliates.
Number of shares outstanding of the Registrant's Common Stock as of
March 26, 1999 - 1,000
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
-----
<TABLE>
<CAPTION>
Page
Number
------
<S> <C> <C>
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 7a. Quantitative and Qualitative Disclosures
About Market Risk 6
Item 8. Financial Statements and Supplementary Data 7
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 14
PART III
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 17
INDEX TO EXHIBITS 18
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 19
</TABLE>
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 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. This issuance has been
accounted for as a sale of the Series 7 Receivables; accordingly the
Series 7 Notes and the related Series 7 Receivables do not appear on
the Company's Balance Sheets.
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.
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, 1998.
Page 5
<PAGE>
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
As of March 26, 1999 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 in the
financial statements or notes thereto included herein.
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, 1998, 1997 and 1996 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. Cash and the
Receivable from FBSC is available from FBSC on demand and does not
earn interest.
Year 2000 Issue
The Year 2000 Issue arises because many computerized systems use two
digits rather than four to identify the year. Date-sensitive systems
may recognize the year 2000 as 1900 or some other date, resulting in
errors when information using year 2000 dates is processed. In
addition, similar problems may arise in some systems, which use certain
dates in 1999 to represent something other than a date. The effects of
Year 2000 Issues may be experienced before, on, or after January 1,
2000, and, if not addressed, the impact on operations and financial
reporting may range from minor errors to significant systems failure,
which could affect a company's ability to conduct normal business
operations. The potential impact of the Year 2000 Issue on the company
is being addressed by Credit Suisse First Boston, Inc., which has a
contingency plan in place. It is not possible to be certain that all
aspects of the Year 2000 Issue affecting the Company, including those
related to the efforts of customers or other third parties, will be
fully resolved.
Item 7a. Quantitative and Qualitative Disclosures About Market Risk
Not Applicable.
Page 6
<PAGE>
Item 8. Financial Statements and Supplementary Data
INDEX TO FINANCIAL STATEMENTS Page
----
Independent Auditors' Report 8
Balance Sheets as of December 31, 1998 and 1997 9
Statements of Operations for the Years Ended
December 31, 1998, 1997 and 1996 10
Statements of Changes in Stockholder's Equity for the
Years Ended December 31, 1998, 1997 and 1996 10
Statements of Cash Flows for the Years Ended
December 31, 1998, 1997 and 1996 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>
ASSET BACKED SECURITIES CORPORATION
BALANCE SHEETS
<TABLE>
<CAPTION>
December 31,
1998 1997
-------------- --------------
(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,
1998 1997 1996
---- ---- ----
(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,
1998 1997 1996
---- ---- ----
(in thousands)
<S> <C> <C> <C>
Net income $ - $ - $ -
-------- ------- ---------
Balance at beginning of year 19 19 1,219
Dividends paid - - (1,200)
-------- ------- ---------
Balance at end of year $ 19 $ 19 $ 19
======== ======= =========
</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,
1998 1997 1996
---- ---- ----
(in thousands)
<S> <C> <C> <C>
Cash Flows from Operating Activities:
Net income $ - $ - $ -
Adjustments to reconcile netincome
to cash provided by (used for)
operating activities:
(Increase) decrease in:
Receivable from Credit Suisse First Boston
Management Corporation - - 1,200
--------- --------- ----------
Net Cash provided by
Operating Activities - - 1,200
--------- --------- ----------
Cash Flows from Financing Activities:
Net proceeds from (payments for):
Dividends paid - - (1,200)
--------- --------- ----------
Net Cash used for
Financing Activities - - (1,200)
--------- --------- ----------
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 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. Cash and the
receivable from FSBC is available from FBSC on demand and does not earn
interest. All gains and losses are recognized by FBSC on each transaction.
Certain expenses are paid on behalf of the Company by Credit Suisse First
Boston, Inc.
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>
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
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>
Scott Ulm 40 President, Chief 05/15/98
Executive Officer
and Director
Carlos Onis 44 Vice President 07/16/90
Thomas A. DeGennaro 44 Director of Taxes 07/16/90
Rhonda G. Matty 40 Assistant Secretary 08/24/94
Zev Kindler 35 Treasurer 11/10/98
Thomas M. Zingalli 40 Controller and Principal 08/05/94
Accounting Officer
</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 LLP,
pertaining to the 1998, 1997 and 1996 financial statements appear 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
<TABLE>
<CAPTION>
Items Reported Financial Statements Filed Date of Filing
-------------- -------------------------- --------------
<S> <C> <C> <C>
Items 5&7. Other Events and
Financial Statements and Exhibits Not Applicable October 1, 1998
Items 5&7. Other Events and
Monthly Statements and Exhibits Not Applicable November 5, 1998
Items 5&7. Other Events and
Financial Statements and Exhibits Not Applicable December 1, 1998
</TABLE>
Page 15
<PAGE>
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(continued)
(b) Reports on Form 8-K
<TABLE>
<CAPTION>
Items Reported Financial Statements Filed Date of Filing
-------------- -------------------------- --------------
<S> <C> <C> <C>
Items 5&7. Other Events and
Monthly Statements and Exhibits Not Applicable December 3, 1998
Items 5&7. Other Events and
Monthly Statements and Exhibits Not Applicable December 11, 1998
Items 5&7. Other Events and
Monthly Statements and Exhibits Not Applicable December 21, 1998
Items 5&7. Other Events and
Monthly Statements and Exhibits Not Applicable December 24, 1998
Items 5&7. Other Events and
Financial Statements and Exhibits Not Applicable December 31, 1998
</TABLE>
(c) Exhibits filed as part of this report are included in item
14 (a)(3) above.
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,
1999.
ASSET BACKED
SECURITIES CORPORATION
By:
--------------------------------
Scott Ulm
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, 1999.
By: By:
-------------------------------- --------------------------------
Carlos Onis Rhonda G. Matty
Vice President Assistant Secretary
By: By:
-------------------------------- --------------------------------
Zev Kindler Thomas M. Zingalli
Treasurer Controller and Principal
Accounting Officer
By:
--------------------------------
Thomas A. DeGennaro
Director of Taxes
Page 17
<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,
1999.
ASSET BACKED
SECURITIES CORPORATION
By: /s/ SCOTT ULM
--------------------------------
Scott Ulm
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, 1999.
By: /s/ CARLOS ONIS By: /s/ RHONDA G. MATTY
-------------------------------- --------------------------------
Carlos Onis Rhonda G. Matty
Vice President Assistant Secretary
By: /s/ ZEV KINDLER By: /s/ THOMAS M. ZINGALLI
-------------------------------- --------------------------------
Zev Kindler Thomas M. Zingalli
Treasurer Controller and Principal
Accounting Officer
By: /s/ THOMAS A. DEGENNARO
--------------------------------
Thomas A. DeGennaro
Director of Taxes
Page 17
<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 18
<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, 1998 and 1997, 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, 1998. 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, 1998 and 1997, and the results of its operations
and its cash flows for each of the years in the three-year period ended December
31, 1998, in conformity with generally accepted accounting principles.
/s/ KPMG LLP
New York, New York
March 26, 1999
Page 8
<PAGE>
Consent of Independent Certified Public Accountants
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, 1999 relating to the balance sheets of Asset Backed Securities
Corporation as of December 31, 1998 and 1997, 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, 1998, which report appears in
the December 31, 1998 annual report on Form 10-K of Asset Backed Securities
Corporation.
/s/ KPMG LLP
New York, New York
March 26, 1999
Page 19
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<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
0
0
<COMMON> 1
<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>
