SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form l0-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 24, 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 as specified 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
(212) 272-2000
(Address, including Zip Code, and Telephone
Number,including Area Code, of Registrant's Principal
Executive Offices)
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 THEREFORE IS 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
Statements of Financial Condition at September 24, 1999
(Unaudited) and June 30, 1999
Note to Statements 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.
STATEMENTS OF FINANCIAL CONDITION
September 24, June 30,
1999 1999
------------ --------
(Unaudited)
Assets
Cash $100 $100
---- ----
Total Assets $100 $100
==== ====
Stockholder's Equity
Common stock, $1.00 par value;
1,000 shares authorized; 100 shares issued
and outstanding $100 $100
---- ----
Total $100 $100
==== ====
See Note to Statements of Financial Condition.
<PAGE>
BEAR STEARNS ASSET BACKED INVESTORS CORP.
NOTE TO STATEMENTS OF FINANCIAL CONDITION
(UNAUDITED)
Note 1. Organization
Bear Stearns Asset Backed Investors Corp. (the "Company"), was organized by, and
is a direct wholly owned limited purpose subsidiary of The Bear Stearns
Companies Inc. (the "Parent"). The Company was incorporated in the State of
Delaware on January 26, 1989.
The Company was formed solely for the purpose of issuing directly or through
trusts established by it, in series, debt obligations 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 September 24, 1999, the Company had not commenced operations, except for
the conduct of non-recurring organizational matters and activities, the cost for
which were borne by an affiliate. Accordingly, the Company had no results of
operations for each of the three months ended September 24, 1999 and September
25, 1998. The balance in the stockholder's equity consists solely of common
stock issued on January 26, 1989; thus, no statement of stockholder's equity is
presented. All funds were obtained from 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.
The Company had not commenced operations and, therefore, there was no activity.
Year 2000 Issue
The Year 2000 issue is the result of legacy computer programs having been
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, unless corrected, may not be able to accurately process
dates ending in the Year 2000 and thereafter.
Over four years ago, the Parent established a task force to review and develop
an action plan to address the Year 2000 issue. The Parent's 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 Parent is vulnerable to those third parties' failure to
remediate their own Year 2000 issues. The Parent has contacted all significant
external vendors in an effort to confirm their readiness for the Year 2000 and
tested compatibility with such systems. The Parent also participates actively in
various industry-wide tests.
Through September 24, 1999, 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 $70.5 million of which approximately
$10.6 million in hardware and software has been capitalized. The Parent's 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 $4.5 million, which will be funded through operating
cash flows and primarily expensed as incurred.
The Parent presently believes that the activities it is undertaking in the Year
2000 project should satisfactorily resolve Year 2000 compliance exposures within
its own systems worldwide. The Parent has completed the reprogramming and
replacement phase of the project. Additional testing will continue through the
end of the calendar year as deemed appropriate. There can be no assurance that
the systems of other companies on which the Parent's systems rely will be timely
converted, or that a failure to convert by another company, or a conversion that
is incompatible with the Parent's systems, would not have a material adverse
effect on the Parent. The Parent has developed an action plan and a formal
contingency plan designed to safeguard the interests of the Parent and its
customers. The Parent believes that these plans significantly reduce 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 Parent is monitoring
developments closely. Should it appear that a major utility, such as a stock
exchange, would not be ready, the Parent 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
(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 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 the 8th day of
November, 1999.
Bear Stearns Asset Backed Investors Corp.
(Registrant)
By: /s/Samuel L. Molinaro Jr.
Samuel L. Molinaro Jr.
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
unaudited Statement of Financial Condition at September 24, 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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