SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 29, 1996
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 33-26824
Bear Stearns Secured Investors Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-3402173
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1601 Elm Street
Dallas, Texas 75201
(Address of principal executive offices) (Zip Code)
(214) 754-8300
(Registrant's telephone number, including area code)
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 twelve 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 [ ]
As of May 9, 1996, the latest practicable date, there were 100 shares of
Common Stock, $1 par value, outstanding.
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)
(a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED
DISCLOSURE FORMAT CONTEMPLATED THEREBY.
<PAGE>
BEAR STEARNS SECURED INVESTORS INC.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Statements of Financial Condition at March 29, 1996
(Unaudited) and June 30, 1995
Statements of Operations (Unaudited) for the three-and
nine-month periods ended March 29, 1996 and March 31, 1995
Statements of Cash Flows (Unaudited) for the nine month periods
ended March 29, 1996 and March 31, 1995
Notes to Financial Statements (Unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 6. Exhibits and Reports on Form 8-K
Signature
<PAGE>
<TABLE>
BEAR STEARNS SECURED INVESTORS INC.
STATEMENTS OF FINANCIAL CONDITION
<CAPTION>
March 29, June 30,
1996 1995
(Unaudited)
ASSETS
<S> <C> <C>
Assets
Cash and cash equivalents $ 1,000 $ 1,000
Receivable from affiliates 16,176,822 16,176,822
Deferred organization costs 711,514 711,514
Total Assets $16,889,336 $16,889,336
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities
Payable to Parent $16,556,914 $16,555,897
Other liabilities 164,316 164,316
Total Liabilities 16,721,230 16,720,213
Stockholder's Equity
Common stock, $.01 par value;
1,000 shares authorized:
100 shares outstanding 1 1
Paid-in capital 999 999
Retained earnings 167,106 168,123
Total Stockholder's Equity 168,106 169,123
Total Liabilities and Stockholder's
Equity $16,889,336 $16,889,336
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
BEAR STEARNS SECURED INVESTORS INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
March 29, March 31, March 29, March 31,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Revenues
Principal transactions $ - $ - $ - $56,587
Management fee - 1,732 - 5,491
Total revenues - 1,732 - 62,078
Expenses
Other expenses 951 1,965 1,866 6,687
Total expenses 951 1,965 1,866 6,687
(Loss) income before (benefit)
provision for income taxes (951) (233) (1,866) 55,391
(Benefit) provision for income taxes (433) (209) (849) 24,320
Net (loss) income $(518) $ (24) $(1,017) $31,071
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
BEAR STEARNS SECURED INVESTORS INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<CAPTION>
NINE MONTHS ENDED
March 29, March 31,
1996 1995
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income $(1,017) $ 31,071
Adjustments to reconcile net (loss) income
to cash (used in) provided by operating activities:
Decrease (increase) in:
Receivable from affiliates 16,008,322
Other assets (3,685)
Decrease in:
Current income taxes (318,520)
Other liabilities (59,515)
Cash (used in) provided by operating activities (1,017) 15,657,673
CASH FLOWS FROM FINANCING ACTIVITIES
Payable to Parent 1,017 (7,157,673)
Dividend Paid (8,500,000)
Cash provided by (used in) financing activities 1,017 (15,657,673)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,000 1,000
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,000 $ 1,000
See accompanying notes to financial statements.
</TABLE>
<PAGE>
BEAR STEARNS SECURED INVESTORS INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited financial statements of Bear Stearns
Secured Investors Inc. (the "Company") have been prepared pursuant
to the Securities and Exchange Commission's rules and regulations.
The financial statements reflect all normal recurring adjustments
which are, in the opinion of management, necessary for the fair
presentation of the results for the interim periods presented.
NOTE 2. COLLATERALIZED MORTGAGE OBLIGATIONS
During the nine months ended March 29, 1996 and March 31, 1995, the
Company did not issue any collateralized mortgage obligations
("CMO's").
The Company clears all of its security transactions relating to the
purchase of the underlying collateral and issuance of CMO's through
an affiliate. An affiliate also acts as the principal underwriter
for the Company's CMO issuances.
NOTE 3. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company has been named as a
defendant in several lawsuits which involve claims for substantial
amounts. Although the ultimate outcome of these suits cannot be
ascertained at this time, it is the opinion of management, after
consultation with counsel, that the resolution of such suits will
not have a material adverse effect on the results of operations or
the financial condition of the Company.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Company's principal business activity is the issuing of
collateralized mortgage obligations ("CMO's") that are secured by
mortgage-backed certificates, whole residential or commercial
mortgage loans or participations therein, and in connection
therewith, acquiring, owning, holding, and pledging mortgage-backed
certificates, whole residential or commercial mortgage loans. The
Company also derives revenues in its capacity as administrator
during the life of the CMO transactions for which it originated and
retained such obligation.
The Company's net income and revenues reflects the impact of many
factors in the issuance of CMO's, including securities market
conditions, the level of volatility of interest rates, competitive
conditions and the size and timing of transactions. In addition,
results of operations for any particular interim period may not be
indicative of results to be expected for a full year.
The net loss for the third quarter of the fiscal year 1996 was $518,
as compared with a net loss of $24 for the third quarter of fiscal
year 1995. During the 1996 and 1995 fiscal quarters the Company did
not issue any CMO's.
The net loss for the nine months ended March 29, 1996 was $1,017, as
compared with net income of $31,071 during the nine months ended
March 31, 1995. During the nine months ended March 29, 1996 and
March 31, 1995, the Company did not issue any CMO's. Net income for
nine months ended March 31, 1995 was attributable to other income.
<PAGE>
Part II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company has been served with a lawsuit filed in the United
States District Court for the Southern District of New York.
Plaintiff alleges that two Mortgage Pass- Through Certificates it
purchased in 1993 were unsuitable for their account and that the
risks associated with their purchase were not adequately disclosed.
The lawsuit was settled and voluntarily dismissed with prejudice,
pursuant to an Order of the Court, dated May 30, 1995.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(27) Financial Data Schedule
(b) Reports on Form 8-K:
No reports on Form 8-K have been filed during the period
covered by this report.
<PAGE>
SIGNATURE
Pursuant to the requirements 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.
Bear Stearns Secured Investors Inc.
(Registrant)
Date: May 13, 1996 By: /s/William J. Montgoris
William J. Montgoris
Secretary, Treasurer and
Chief Financial Officer
<PAGE>
BEAR STEARNS SECURED INVESTORS INC.
FORM 10-Q
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(27) FINANCIAL DATA SCHEDULE
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information from the unaudited
Statements of Financial Condition at March 29, 1996 and the unaudited Statements
of Operations for the nine-months ended March 29, 1996, which are contained
in the body of the accompanying Form 10-Q and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-END> MAR-29-1996
<CASH> 1,000
<SECURITIES> 0
<RECEIVABLES> 16,176,822
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 16,889,336
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 1
<OTHER-SE> 168,105
<TOTAL-LIABILITY-AND-EQUITY> 16,889,336
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,866
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,866)
<INCOME-TAX> (849)
<INCOME-CONTINUING> (1,017)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,017)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
