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, 1997
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
(Address of principal executive offices) (Zip Code)
(212) 272-2000
(Registrant's telephone number, including area code)
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 1, 1997.
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.
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<PAGE>
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.
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<PAGE>
PART II (continued)
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)
The Company incurred net loss for the fiscal years ended June 30,
1997 and 1996 in the amount of $5,330 and $16,868, respectively.
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
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.
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<PAGE>
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. and 2. Financial Statements and Schedules
The financial statements and schedules required by this Item and
included in this Report are listed in the index appearing on page
F-1.
PART IV
(b) Reports on Form 8-K
No reports or Form 8-K have been filed during the fiscal
year ended June 30, 1997.
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<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 22nd day of September, 1997.
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 22nd day of
September, 1997.
Signatures Title
/s/ Patricia Jehle President and Chief Operating
Patricia Jehle Officer; Director
/s/ Warren Spector
Warren J. Spector Director
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<PAGE>
<PAGE>
BEAR STEARNS ASSET BACKED SECURITIES, INC.
INDEX TO FINANCIAL STATEMENTS
Page
Independent Auditors' Report F-2
Statements of Financial Condition as of June 30, 1997 and 1996 F-3
Statements of Operation for the fiscal years ended
June 30, 1997 and 1996 F-4
Statements of Changes in Stockholder's Equity for the fiscal
years ended June 30, 1997 and 1996 F-5
Statements of Cash Flows for the fiscal years ended
June 30, 1997 and 1996 F-6
Notes to Financial Statements F-7
Financial Statement Schedules are omitted because they are inapplicable or the
information is included in the financial statements or notes thereto.
Page F-1
<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.(the "Company")(a wholly-owned
subsidiary of The Bear Stearns Companies Inc.) as of June 30, 1997 and 1996,
and the related statements of income, cash flows, and changes in stockholder's
equity for the years then ended. 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 Securities Inc. at
June 30, 1997 and 1996, and the results of their operations and their cash flows
for the years then ended in conformity with generally accepted accounting
principles.
September 2, 1997
<TABLE>
<PAGE>
BEAR STEARNS ASSET BACKED SECURITIES, INC.
STATEMENTS OF FINANCIAL CONDITION
June 30, June 30,
1997 1996
ASSETS
<S> <C> <C>
Assets
Receivable from affiliates $ 31,705 $ 31,705
Deferred costs 349,522 137,701
Total Assets $ 381,227 $ 169,406
======= =======
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities
Payable to Parent $ 324,614 $ 121,519
Other liabilities 77,811 63,755
Total Liabilities $ 402,425 $ 185,274
Stockholder's Equity
Common stock, $1.00 par value;
1,000 shares authorized;
1,000 shares outstanding
1,000 1,000
Accumulated deficit (22,198) (16,868)
Total Stockholder's Equity (21,198) (15,868)
Total Liabilities and Stockholder's Equity $ 381,227 $ 169,406
======= =======
See notes to financial statements.
</TABLE>
<TABLE>
Page F-3
<PAGE>
BEAR STEARNS ASSET BACKED SECURITIES, INC.
STATEMENTS OF OPERATIONS
June 30, June 30,
1997 1996
<S> <C> <C>
Revenues
Principal transactions $ $ (30,000)
(30,000)
Total revenues
Expenses
Other expenses 9,505
678
Total expenses 9,505
678
Loss before benefit from income taxes (9,505) (30,678)
Benefit from income taxes (4,175) (13,810)
Net loss $ (5,330) $ (16,868)
===== ======
See notes to financial statements.
</TABLE>
<TABLE>
Page F-4
<PAGE>
BEAR STEARNS ASSET BACKED SECURITIES, INC.
STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
Common Stock Accumulated
$1 Par Value Deficit
<S> <C> <C>
Balance, June 30, 1995 $ 1,000 $
Net loss (16,868)
Balance, June 30, 1996 1,000 (16,868)
Net loss
(5,330)
Balance, June 30, 1997 $ 1,000 $(22,198)
===== ========
See notes to financial statements
</TABLE>
<TABLE>
Page F-5
<PAGE>
BEAR STEARNS ASSET BACKED SECURITIES, INC.
STATEMENTS OF CASH FLOWS
June 30, June 30,
1997 1996
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (5,330) $ (16,868)
(Increases) in: (211,821)
Deferred costs (137,701)
Receivable from affiliates (31,705)
Increase in:
Other liabilities 14,056 63,755
Cash used in operating activities (203,095) (122,519)
CASH FLOWS FROM FINANCING ACTIVITIES
Payable to Parent 203,095 121,519
Capital Contributions from Parent 1,000
Cash provided by financing activities 203,095 122,519
CASH AND CASH EQUIVALENTS,
END OF YEAR $ $
See notes to financial statements.
</TABLE>
Page F-6
<PAGE>
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.
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 policy is to record the securitization and issuance
of collateralized debt and the related sale of all of its
remaining beneficial ownership interest in the residual cash flow
attributable to each series of collateralized debt as a sale of
assets. The resultant gain or loss reflects the net proceeds from
the collateralized debt issuance and the sale of the beneficial
ownership interest less the cost of the underlying collateral and
is reflected as principal transaction revenues Deferred
organization costs associated with the issuance of the
collateralized debt are prepaid issue expenses which are included
as a component of the gain or loss upon the sale of the
collateralized debt.
The Company's policy is to sell all of its beneficial ownership
interest in each collateralized debt series issued directly or
through one or more trusts established by it. Accordingly, as the
Company no longer retains an economic interest in the underlying
collateral, the assets and liabilities related to each
collateralized debt series are not reflected on the Company's
Statement of Financial Condition.
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.
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.
Page F-7
<PAGE>
BEAR STEARNS ASSET BACKED SECURITIES, INC.
NOTES TO FINANCIAL STATEMENTS
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.
Note 4. Related Party Transactions
Substantially all of the Company's operating expenses, such as
office space and general and administrative expenses, are borne
by an affiliate.
Page F-8
<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-30-1997
<PERIOD-END> Jun-30-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 31,705
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 381,227
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 1,000
<OTHER-SE> (22,198)
<TOTAL-LIABILITY-AND-EQUITY> 381,227
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 9,505
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (9,505)
<INCOME-TAX> (4,175)
<INCOME-CONTINUING> (5,330)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,330)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
