SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form l0-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June
30, 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)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
None -
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)
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
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of September 8, 1999.
100 shares of Common Stock, par value $1.00 per share
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION I(1)(a) AND
(b) OF FORM 10-K AND THEREFORE IS FILING THIS FORM WITH THE REDUCED DISCLOSURE
FORMAT CONTEMPLATED THEREBY.
<PAGE>
PART I
ITEM 1 - BUSINESS
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 June 30, 1999, the Company had not commenced operations.
ITEM 2 - PROPERTIES
The Company owns no physical properties.
ITEM 3 - LEGAL PROCEEDINGS
No legal proceedings are pending.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Pursuant to General Instruction I of Form 10-K, the information required by
Item 4 is omitted.
PART II
ITEM 5 - MARKET FOR REGISTRANT'S SECURITIES AND RELATED STOCKHOLDER MATTERS
There is no established public trading market for the common equity of the
Company. All of the issued and outstanding shares of such common equity are
owned by the Parent.
No cash dividends have been declared or paid on the Company's common
equity.
ITEM 6 - SELECTED FINANCIAL DATA
Pursuant to General Instruction I of Form 10-K, the information required by
Item 6 is omitted.
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Company had not commenced operations and, therefore, there was no
activity.
<PAGE>
PART II (CONTINUED)
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 June 30, 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 $63.1 million of which
approximately $8.9 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 $11.9
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.
ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary financial information required
by this Item and included in this report are listed in the index appearing
on page F-1.
<PAGE>
PART II (CONTINUED)
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
Pursuant to General Instruction I of Form 10-K, the information required by
Item 10 is omitted.
ITEM 11 - EXECUTIVE COMPENSATION
Pursuant to General Instruction I of Form 10-K, the information required by
Item 11 is omitted.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Pursuant to General Instruction I of Form 10-K, the information required by
Item 12 is omitted.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Pursuant to General Instruction I of Form 10-K, the information required by
Item 13 is omitted.
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) List of Financial Statements, Financial Statement Schedules and
Exhibits
The Financial Statements and Financial Statement Schedules required by this
item and included in this report are listed in the index appearing on Page
F-1.
Exhibits
(3) Articles of Incorporation and By-laws, incorporated by reference to
Exhibits 3.1 and 3.2, respectively, to General Form for Registration
of Securities on Form 10 filed February 1991.
(27) Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the quarter ended June 30,
1999.
<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 the
28th day of September, 1999.
Bear Stearns Asset Backed Investors Corp.
(Registrant)
By: /S/ Patricia A. Jehle
Patricia A. Jehle
President and Chief Executive Officer
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 the 28th day of September,
1999.
/s/ Patricia A. Jehle President, Chief Executive Officer and
Patricia A. Jehle Director (Principal Executive Officer)
/s/ Samuel L. Molinaro Jr. Chief Financial Officer
Samuel L. Molinaro Jr.
________________ Chairman of the Board and Director
Jeffrey Mayer
/s/ Warren J. Spector Director
Warren J. Spector
/s/ Juliana C. Johnson Independent Director
Juliana C. Johnson
<PAGE>
BEAR STEARNS ASSET BACKED INVESTORS CORP.
INDEX TO FINANCIAL STATEMENTS
Page
Independent Auditors' Report F-2
Statements of Financial Condition at June 30, 1999 and 1998 F-3
Note to Statements of Financial Condition F-4
Financial Statement Schedules are omitted because they are not applicable or the
information is included in the Financial Statements or Note thereto.
F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholder,
Bear Stearns Asset Backed Investors Corp.:
We have audited the accompanying statements of financial condition of Bear
Stearns Asset Backed Investors Corp. (the "Company") (a wholly owned
subsidiary of The Bear Stearns Companies Inc.) as of June 30, 1999 and
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, such financial statements present fairly, in all material
respects, the financial position of Bear Stearns Asset Backed Investors
Corp. at June 30, 1999 and 1998, in conformity with generally accepted
accounting principles.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
New York, New York
September 22, 1999
F-2
<PAGE>
BEAR STEARNS ASSET BACKED INVESTORS CORP.
STATEMENTS OF FINANCIAL CONDITION
June 30, June 30,
1999 1998
------- ------
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.
F-3
<PAGE>
BEAR STEARNS ASSET BACKED INVESTORS CORP.
NOTE TO STATEMENTS OF FINANCIAL CONDITION
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 June 30, 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 the fiscal years ended June 30, 1999, 1998 and
1997. 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.
F-4
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This Schedule contains summary financial information extracted from the
financial statements contained in the body of the accompanying Form 10-K and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> Year
<FISCAL-YEAR-END> Jun-30-1999
<PERIOD-END> Jun-30-1999
<CASH> 100
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 100
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 100
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 100
<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
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