-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MlwaQshAb/Mmm5/ruFnDk4yqz9aYa+jZGZjIH1SaHHZMhwavMLt+N07IbM24CucB XjzYgm6P5jBNHxrB2DttlA== 0000846607-99-000012.txt : 19991227 0000846607-99-000012.hdr.sgml : 19991227 ACCESSION NUMBER: 0000846607-99-000012 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990928 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BEAR STEARNS ASSET BACKED INVESTORS CORP CENTRAL INDEX KEY: 0000846607 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 133579047 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-19048 FILM NUMBER: 99719101 BUSINESS ADDRESS: STREET 1: 245 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 2122724095 MAIL ADDRESS: STREET 1: 245 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10167 10-K 1 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. 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. 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. 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. 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 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 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 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 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 EX-27 2 FINANCIAL DATA SCHEDULE
5 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. 1 Year Jun-30-1999 Jun-30-1999 100 0 0 0 0 0 0 0 100 0 0 0 0 100 0 100 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
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