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 [Fee Required] For the fiscal
year ended June 30, 1996
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [No Fee Required] For the
transition period from _____ to _____
Commission file number 33-93574
Bear Stearns Asset Backed Securities, Inc.
------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3836437
(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
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(Address, Including Zip Code, and Telephone Number, Including Area Code
of Registrant's Executive offices)
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of each class On 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 3, 1996.
1000 shares of Common Stock, par value $1.00 per share
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION J(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 Securities, Inc. (the "Company") was
organized by, and is a direct wholly-owned limited purpose finance
subsidiary of The Bear Stearns Companies Inc. (the "Parent"). The
Company was incorporated in the State of Delaware on June 2, 1995.
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 Compound Interest
Securities, Planned Amortization Class ("PAC") Securities, Variable
Interest Securities, Zero Coupon Securities, Principal Only
Securities, Interest Only Securities, Participants Securities, Senior
Securities or Subordinate Securities.
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 J of Form 10-K, the information
required by Item 4 is omitted.
PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY 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.
ITEM 6 - SELECTED FINANCIAL DATA
-------------------------
Pursuant to General Instruction J 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's principal business activity is the issuing, directly or
through trust established by it, in series, debt securities that are
secured or collateralized by one or more pools of Compound Interest
Securities, Planned Amortization Class ("PAC") Securities, Variable
Interest Securities, Principal Only Securities, Interest Only
Securities, Participants Securities, Senior Securities or Subordinate
Securities. The Company's net loss for the fiscal year ended June 30,
1996 was $16,868. During the fiscal year ended June 30, 1996 the
Company was the depositor for certificates issued by Champion Home
Equity Loan Trust 1996-1 and 1996-2.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
--------------------------------------------
The financial statements required by this Item and included in this
Report are listed in the index appearing on page F-1.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
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FINANCIAL DISCLOSURE
--------------------
None
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
--------------------------------------------------
Pursuant to General Instruction J of Form 10-K, the information
required by Item 10 is omitted.
ITEM 11 - EXECUTIVE COMPENSATION
----------------------
Pursuant to General Instruction J 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 J of Form 10-K, the information
required by Item 12 is omitted.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
Pursuant to General Instruction J 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:
Financial Statements
--------------------
The financial statements required to be filed hereunder are
listed on page F-1 hereof.
Financial Statement Schedules
-----------------------------
The financial statement schedules required to be filed hereunder
are listed on page F-1 hereof.
Exhibits
--------
(27) Financial Data Schedule
(b) Reports on Form 8-K
The Company filed the following current reports on Form 8-K
during the last quarter of the period covering this report:
A Current Report on Form 8-K dated April 25, 1996,
pertaining to information on Distribution to
Certificateholders in connection with the Champion Home
Equity Loan Trust 1996-1.
A Current Report on Form 8-K dated May 25, 1996 pertaining
to information on Distribution to Certificateholders in
connection with the Champion Home Equity Loan Trust 1996-1.
A Current Report of Form 8-K dated June 25, 1996 pertaining
to Information on Distribution to Certificateholders in
connection with the Champion Home Equity Loan Trust 1996-1.
A Current Report of Form 8-K dated June 25, 1996 pertaining
to information on Distribution to Certificateholders in
connection with the Champion Home Equity Loan Trust 1996-2.
<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
25th day of September, 1996.
Bear Stearns Asset Backed Securities, Inc.
(Registrant)
By: /s/ William J. Montgoris
William J. Montgoris
Executive Vice President and Treasurer
(Principal Financial 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 25th day of September,
1996.
Signatures Title
/s/ Patricia Jehle President and Chief Operating
Patricia Jehle Officer; Director
/s/ Warren Spector
Warren J. Spector Director
<PAGE>
BEAR STEARNS ASSET BACKED SECURITIES INC.
INDEX TO FINANCIAL STATEMENTS
Page
Independent Auditors' Report F-2
Statement of Financial Condition as of June 30, 1996 F-3
Statement of Operations for the fiscal year ended
June 30, 1996 F-4
Statement of Changes in Stockholder's Equity for the fiscal
year ended June 30, 1996 F-5
Statement of Cash Flows for the fiscal year ended
June 30, 1996 F-6
Notes to Financial Statements F-7
Financial Statement Schedules are omitted because they are not applicable
or the requested information is included in the financial statements or
notes thereto.
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholder,
Bear Stearns Asset Backed Securities Inc.:
We have audited the accompanying statement of financial condition of Bear
Stearns Asset Backed Securities Inc. (a wholly owned subsidiary of The Bear
Stearns Companies Inc.) as of June 30, 1996, and the related statement of
income, cash flows, and changes in stockholder's equity for the year then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these finanacial statements based
on our audit.
We conducted our audit 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 audit 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 Securities Inc. at
June 30, 1996, and the results of their operations and their cash flows for the
year then ended in conformity with generally accepted accounting principles.
Deloitte & Touche LLP
New York, New York
September 24, 1996
<PAGE>
Page F-3
BEAR STEARNS ASSET BACKED SECURITIES, INC.
STATEMENT OF FINANCIAL CONDITION
June 30,
1996
ASSETS
Assets
Receivable from affiliates $ 31,705
Deferred organization costs 137,701
-------
Total Assets 169,406
-------
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities
Payable to Parent $121,519
Other liabilities 63,755
-------
Total Liabilities $185,274
-------
Stockholder's Equity
Common stock, $1.00 par value;
1,000 shares authorized;
1,000 shares outstanding 1,000
Accumulated deficit (16,868)
--------
Total Stockholder's Equity (15,868)
--------
Total Liabilities and Stockholder's Equity $169,406
========
See notes to financial statements.
<PAGE>
Page F-4
BEAR STEARNS ASSET BACKED SECURITIES, INC.
STATEMENT OF OPERATIONS
Fiscal Year Ended
June 30,
1996
Revenues
Principal transactions $(30,000)
--------
Total revenues (30,000)
--------
Expenses
Other expenses 678
--------
Total expenses 678
--------
Loss before benefit from income taxes (30,678)
--------
Benefit from income taxes (13,810)
--------
Net loss $(16,868)
========
See notes to financial statements.
<PAGE>
Page F-5
BEAR STEARNS ASSET BACKED SECURITIES, INC.
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
Common Stock Accumulated
$1 Par Value Deficit
------------- -------------
Balance, June 30, 1995 $1,000 $ --
Net loss ______ (16,868)
-------
Balance, June 30, 1996 $1,000 $(16,868)
====== ========
See notes to financial statements.
<PAGE>
Page F-6
BEAR STEARNS ASSET BACKED SECURITIES, INC.
STATEMENT OF CASH FLOWS
Fiscal Year Ended
June 30,
1996
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(16,868)
Increases in:
Deferred organization costs (137,701)
Receivable from affiliates (31,705)
Increases in:
Other liabilities 63,755
----------
Cash used in operating activities (122,519)
----------
CASH FLOWS FROM FINANCING ACTIVITIES
Payable to Parent 121,519
Capital Contributions from Parent 1,000
----------
Cash provided by financing activities 122,519
----------
CASH AND CASH EQUIVALENTS,
END OF YEAR $ -
==========
See notes to financial statements.
<PAGE>
Page F-7
BEAR STEARNS ASSET BACKED SECURITIES, INC.
NOTES TO FINANCIAL STATEMENTS
Note 1. Organization
Bear Stearns Asset Backed Securities, Inc. (the "Company") was
organized by, and is a direct wholly-owned limited purpose finance
subsidiary of The Bear Stearns Companies Inc. (the "Parent"). The
Company was incorporated in the State of Delaware on June 2, 1995.
These financial statement amounts include its operations and cash
flows since that date.
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 Compound Interest
Securities, Planned Amortization Class ("PAC") Securities, Variable
Interest Securities, Zero Coupon Securities, Principal Only
Securities, Interest Only Securities, Participants Securities, Senior
Securities or Subordinate Securities.
Note 2. Summary of Significant Accounting Policies
The Company's principal business activity is the issuing, directly or
through trust established by it, in series, debt securities that are
secured or collateralized by one or more pools of compound Interest
Securities, Planned Amortization Class ("PAC") Securities, Variable
Interest Securities, Principal Only Securities, Interest Only
Securities, Participants Securities, Senior
Securities or Subordinate Securities.
The financial statements are prepared in conformity with generally
accepted accounting principles which require management to make
estimates and assumptions that affect the amounts in the financial
statements and accompanying notes.
Actual results could differ from those estimates.
The Company is included in the consolidated federal income tax return
of the Parent. Income tax expense is computed on a separate company
basis. The Company accounts for income taxes under the provision of
Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes" ("SFAS 109"). Under SFAS 109, deferred income taxes are
provided based upon the net tax effects of temporary differences
between the financial reporting and tax bases of assets and
liabilities. In addition, deferred income taxes are determined using
the enacted tax rates and laws which will be in effect when the
related temporary differences are expected to be reversed.
For purposes of reporting cash flows, the Company has defined cash
equivalents as liquid investments not held for sale in the ordinary
course of business.
Note 3. Income Taxes
The difference between the Company's effective tax rate and the
statutory federal income tax rate is the effect of state and local
income taxes.
<PAGE>
<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-30-1996
<PERIOD-END> Jun-30-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 31,705
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 169,406
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 1,000
<OTHER-SE> (16,868)
<TOTAL-LIABILITY-AND-EQUITY> 169,406
<SALES> 0
<TOTAL-REVENUES> (30,000)
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 678
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (30,678)
<INCOME-TAX> (13,810)
<INCOME-CONTINUING> (16,868)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (16,868)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
