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 26, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 0-19048
Bear Stearns Asset Backed Investors Corp.
(Exact name of registrant asspecified in its charter)
Delaware 13-3579047
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
245 Park Avenue, New York, New York 10167
(Address of principal executive offices) (Zip Code)
(212) 272-2000
(Registrant's 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
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 ASSET BACKED INVESTORS CORP.
INDEX
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
Statement of Financial Condition at March 26, 1999
(Unaudited) and June 30, 1998
Note to Statement of Financial Condition (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>
BEAR STEARNS ASSET BACKED INVESTORS CORP.
STATEMENT OF FINANCIAL CONDITION
March 26, June 30,
1999 1998
(Unaudited)
Assets
Cash $100 $100
------- -------
Total Assets $100 $100
==== ====
Stockholders Equity
Common Stock, $1.00 par value;
1,000 shares authorized issued
and outstanding $100 $100
------- -------
Total Stockholders Equity $100 $100
==== ====
See note to statements of financial condition.
<PAGE>
BEAR STEARNS ASSET BACKED INVESTORS CORP.
NOTE TO STATEMENT OF FINANCIAL CONDITION
(UNAUDITED)
Note 1. Organization
Bear Stearns Asset Backed Investors Corp. (the "Company"), a direct
wholly-owned limited purpose subsidiary of The Bear Stearns Companies, Inc.
("Bear Stearns"), was organized on January 26, 1989. The Company was formed
solely for the purpose of issuing directly or through trusts established by it,
in series, debt securities that are secured or collateralized by one or more
pools of retail installment sales contracts or loan agreements secured by new or
used automobile or light-duty trucks, net of servicing and other fees, security
interests in the vehicles financed thereby, and certain other collateral. As of
March 26, 1999, the Company had not commenced its intended activities, except
for the conduct of non-recurring organizational matters and activities, the cost
for which was borne by an affiliate. Accordingly, the Company had no results of
operations for the nine months ended March 26, 1999 and therefore no Statement
of Operations is presented. All funds were obtained from initial capital
transactions. As a result, no Statement of Cash Flows is presented.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
As of March 26, 1999, the Company had not commenced its intended
activities, except for the conduct of non-recurring organizational matters and
activities, the cost for which was borne by an affiliate. Accordingly, the
Company had no results of operations for the nine months ended March 26, 1999
Year 2000 Issue
The Year 2000 issue is the result of legacy computer programs being written
using two digits rather than four digits to define the applicable year and
therefore, without consideration of the impact of the upcoming change in the
century. Such programs may not be able to accurately process dates ending in the
year 2000 and thereafter. The Company determined that it needed to modify or
replace portions of its software and hardware so that its computer systems would
properly utilize dates beyond December 31, 1999.
Over four years ago, the Company established a task force to review and
develop an action plan to address the Year 2000 issue. The Companys action plan
addresses both information technology and non-information technology system
compliance issues. Since then, the ongoing assessment and monitoring phase has
continued and includes assessment of the degree of compliance of its significant
vendors, facility operators, custodial banks and fiduciary agents to determine
the extent to which the Company is vulnerable to those third parties failure to
remediate their own Year 2000 issues. The Company has contacted all significant
external vendors in an effort to confirm their readiness for the Year 2000 and
is in the process of testing compatibility with such converted systems. The
Company also participates actively in industry-wide tests.
The Company has and will continue to test the software and hardware for
Year 2000 modifications. To date, the amounts incurred related to the assessment
of, and efforts in connection with, the Year 2000 and the development and
execution of a remediation plan have approximated $45.8 million. The Companys
total projected Year 2000 project cost, including the estimated costs and time
associated with the impact of third party Year 2000 issues, are based on
currently available information. The total remaining Year 2000 project cost is
estimated at approximately $14.2 million, which will be funded through operating
cash flows and primarily expensed as incurred.
The Company presently believes that the activities that it is undertaking
in the Year 2000 project should satisfactorily resolve Year 2000 compliance
exposures within its own systems worldwide. The Company has substantially
completed the reprogramming and replacement phase of the project. Testing is in
progress and is expected to be completed in fiscal year 1999 with additional
testing, as deemed appropriate, through the end of the calendar year. However,
if such modifications and conversions are not operationally effective on a
timely basis, the Year 2000 issue could have a material impact on the operations
of the Company. Additionally, there can be no assurance that the systems of
other companies on which the Companys systems rely will be timely converted, or
that a failure to convert by another company, or a conversion that is
incompatible with the Companys systems, would not have a material adverse
effect on the Company. The Company has developed an action plan and a formal
contingency plan designed to safeguard the interests of the Company and its
customers. The Company believes that these plans significantly reduces the risk
of a Year 2000 issue serious enough to cause a business disruption. With regard
to Year 2000 compliance of other external entities, the Company is monitoring
developments closely. Should it appear that a major utility, such as a stock
exchange, would not be ready, the Company will work with other firms in the
industry to plan an appropriate course of action.
<PAGE>
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
No legal proceedings are pending
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None
(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 Asset Backed Investors Corp. (Registrant)
Date: May 12, 1999 By: /s/ William J. Montgoris
William J. Montgoris
Executive Vice President and Treasurer
(Principal Financial Officer)
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information from the unaudited
Statements of Financial Condition at March 26, 1999, 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>
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<PERIOD-END> MAR-26-1999
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