UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark one)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 333-43091-11
Bear Stearns Asset Backed Securities Trust
Asset-Backed Certificates
Series 2001-AC2 Trust
(Exact name of registrant as specified in its charter)
New York 52-2316434
52-2316429
52-2316430
52-2316431
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Wells Fargo Bank Minnesota, N.A.,
9062 Old Annapolis Road
Columbia, MD 21045
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (410) 884-2000
Securities registered pursuant to Section 12(b) of the Act:
NONE.
Securities registered pursuant to Section 12(g) of the Act:
NONE.
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 12 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 ___
This Amendment No. 1 on Form 10-K/A amends Item 14 of the original
Annual Report on Form 10-K (the "Original Form 10-K") filed on
March 26, 2002 on behalf of Bear Stearns Asset Backed Securities Trust
Asset-Backed Certificates, Series 2001-AC2 established pursuant to the
Pooling and Servicing Agreement among Bear Stearns Asset Backed Securities,
Inc. as Depositor, EMC Mortgage Corporation as Seller and Master Servicer,
and Wells Fargo Bank Minnesota, National Association as Trustee and
Securities Administrator pursuant to which Bear Stearns Asset Backed
Securities Trust, Asset-Backed Certificates, Series 2001-AC2 registered
under the Securities Act of 1933 (the "Certificates") were issued.
Item 14 of the Original Form 10K is amended in its entirety to read as
follows:
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Exhibits
(99.1) Annual Independent Accountants' Servicing Reports concerning
servicing activities for the year ended December 31, 2001.
a) EMC Mortgage Corp, as Servicer <F1>
b) National City Mortgage Co, as Servicer <F1>
(99.2) Report of Management as to Compliance with Minimum Servicing
Standards for the year ended December 31, 2001.
a) EMC Mortgage Corp, as Servicer <F1>
b) National City Mortgage Co, as Servicer <F1>
(99.3) Annual Statements of Compliance under the Pooling and Servicing
Agreements for the year ended December 31, 2001.
a) EMC Mortgage Corp, as Servicer <F1>
b) National City Mortgage Co, as Servicer <F1>
(99.4) Aggregate Statement of Principal and Interest Distributions to
Certificate Holders. <F2>
(b) On November 19, 2001, a report on Form 8-K was filed in order to
provide the Pooling and Servicing Agreement for the Certificates.
On December 07, 2001 and January 10, 2002 reports on Form 8-K
were filed by the Company in order to provide the statements for the
monthly distributions to holders of the Certificates. No other
reports on Form 8-K have been filed during the last quarter of the
period covered by this report.
(c) Not applicable.
(d) Omitted.
<F1> Filed herewith.
<F2> Previously filed.
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:
Bear Stearns Asset Backed Securities Trust
Asset-Backed Certificates
Series 2001-AC2
(Registrant)
Signed: Wells Fargo Bank Minnesota, NA, Securities Administrator
By: Kwan Lee, as Vice President
By: /s/ Kwan Lee
Dated: December 16, 2002
Sarbanes-Oxley Certification
I, Kwan Lee, certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on Form
8-K containing distribution or servicing reports filed in respect of
periods included in the year covered by this annual report, of Bear
Stearns Asset Backed Securities Trust Asset-Backed Certificates Series
2001-AC2.
2. Based on my knowledge, the information in these reports, taken as a whole,
does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of
the last day of the period covered by this annual report.
3. Based on my knowledge, the [distribution or servicing] information required
to be provided to the trustee by the servicer under the pooling and
servicing agreement is included in these reports.
Date: December 16, 2002
Kwan Lee
[Signature]
Vice President
[Title]
Exhibit Index
Exhibit No.
(99.1) Annual Independent Accountants' Servicing Reports concerning
servicing activities for the year ended December 31, 2001.
a) EMC Mortgage Corp, as Servicer <F1>
b) National City Mortgage Co, as Servicer <F1>
(99.2) Report of Management as to Compliance with Minimum Servicing
Standards for the year ended December 31, 2001.
a) EMC Mortgage Corp, as Servicer <F1>
b) National City Mortgage Co, as Servicer <F1>
(99.3) Annual Statements of Compliance under the Pooling and Servicing
Agreements for the year ended December 31, 2001.
a) EMC Mortgage Corp, as Servicer <F1>
b) National City Mortgage Co, as Servicer <F1>
(99.4) Aggregate Statement of Principal and Interest Distributions
to Certificate Holders. <F2>
<F1> Filed herewith.
<F2> Previously filed.
EX 99.1 (a)
Deloitte
& Touche (logo)
Deloitte & Touche LLP
Suite 1600
Chase Tower
2200 Ross Avenue
Dallas, Texas 75201-6778
INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors and Stockholder of
EMC Mortgage Corporation:
We have examined the accompanying management assertion that EMC Mortgage
Corporation (the "Company") (a wholly owned subsidiary of The Bear Stearns
Companies Inc.) complied with the minimum servicing standards identified in the
Mortgage Bankers Association of America's Uniform Single Attestation Program for
Mortgage Bankers as of and for the year ended November 30, 2001. Management is
responsible for the Company's compliance with those requirements. Our
responsibility is to express an opinion on management's assertion about the
Company's compliance based on our examination.
Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants and,
accordingly, included examining, on a test basis, evidence about the Company's
compliance with the minimum servicing standards and performing such other
procedures as we considered necessary in the circumstances. We believe that our
examination provides a reasonable basis for our opinion. Our examination does
not provide a legal determination on the Company's compliance with the
minimum servicing standards.
In our opinion, management's assertion that the Company complied with the
aforementioned minimum servicing standards as of and for the year ended November
30, 2001, is fairly stated, in all material respects.
January 14, 2002
Deloitte
Touche
Tohmatsu (LOGO)
EX 99.1 (b)
ERNST & YOUNG (logo)
Ernst & Young LLP
1300 Huntington Building
925 Euclid Avenue
Cleveland, Ohio 44115-1405
Phone: (216) 861-5000
www.ey.com
Report on Management's Assertion on Compliance with Minimum Servicing Standards
Set Forth in the Uniform Single Attestation Program for Mortgage Bankers
Report of Independent Accountants
Board of Directors
National City Mortgage Co.
We have examined management's assertion, included in the accompanying report
titled Report of Management, that National City Mortgage Co. (NCM) complied
with the minimum servicing standards set forth in the Mortgage Bankers
Association of America's Uniform Single Attestation Program for Mortgage Bankers
(USAP) during the year ended December 31, 2001. Management is responsible for
NCM's compliance with those requirements. Our responsibility is to express an
opinion on management's assertions about NCM's compliance based on our
examination.
Our examination was made in accordance with attestation standards established by
the American Institute of Certified Public Accountants and, accordingly,
included examining, on a test basis, evidence about NCM's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on NCM's
compliance with specified requirements.
In our opinion, management's assertion, that NCM complied with the
aforementioned requirements during the year ended December 31, 2001, is fairly
stated, in all material respects.
This report is intended solely for the information and use of the audit
committee, management, Federal Home Loan Mortgage Corporation, Federal National
Mortgage Association, Government National Mortgage Association and NCM's private
investors and is not intended to be and should not be used by anyone other than
these specified parties.
January 29, 2002
EX 99.2 (a)
EMC
Mortgage Corporation (logo)
January 14, 2002
As of and for the year ended November 30, 2001, EMC Mortgage Corporation
(the "Company") (a wholly owned subsidiary of The Bear Stearns Companies, Inc.),
has complied in all material respects with the minimum servicing standards
set forth in the Mortgage Bankers Association of America's Uniform Single
Attestation Program for Mortgage Bankers.
As of November 30, 2001 and for the year then ended, the Company had in effect
a fidelity bond in the aggregate amount of $200,000,000, and errors and
omissions liability coverage in the amount of $10,000,000 on any individual
mortgage impairment claim.
Ra1ene Ruyle, President
Beverley Sibblies, Senior Vice President
Scott Samlin, Senior Vice President
Two MacArthur Ridge, 909 Hidden Ridge Drive, Suite 200, Irving, Texas 75038
Mailing Address: PO BOX 141358 Irving, Texas 75014-1358
EX 99.2 (b)
NationalCity
Mortgage (logo)
National City Mortgage Co.
3232 Newmark Drive - Miamisburg, Ohio 45342
Telephone (937) 910-1200
Mailing Address:
P.O. Box 1820
Dayton, Ohio 45401-1820
Management's Assertion on Compliance with Minimum Servicing Standards Set Forth
in the Uniform Single Attestation Program for Mortgage Bankers
Report of Management
We, as members of management of National City Mortgage Co. (NCM), are
responsible for complying with the minimum servicing standards as set forth in
the Mortgage Bankers Association of America's Uniform Single Attestation Program
for Mortgage Bankers (USAP). We are also responsible for establishing and
maintaining effective internal control over compliance with these standards.
We have performed an evaluation of NCM's compliance with the minimum servicing
standards as set forth in the USAP as of December 31, 2001 and for the year then
ended. Based on this evaluation, we assert that during the year ended December
31, 2001, NCM complied, in all material respects, with the minimum servicing
standards set forth in the USAP.
As of and for this same period, NCM had in effect a fidelity bond and
errors policy in the amount of $95 million and an omissions policy in the amount
of $40 million.
T. Jackson Case Jr., Executive Vice President
January 29, 2002
EX 99.3 (a)
EMC
Mortgage Corporation (logo)
RE: Officer's Certificate
Dear Master Servicer:
The undersigned Officer certifies the following for the fiscal year ending
11/30/01:
(A) I have reviewed the activities and performance of the Servicer during
the preceding fiscal year under the terms of the Servicing Agreement, Trust
Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to
the best of this Officer's knowledge, the Servicer has fulfilled all of its
duties, responsibilities or obligations under these Agreements throughout such
year, or if there has been a default or failure of the servicer to perform
any of such duties, responsibilities or obligations, a description of each
default or failure and the nature and status thereof has been reported;
(B) I have confirmed that the Servicer is currently an approved FNMA or
FHLMC servicer in good standing;
(C) I have confirmed that the Fidelity Bond, the Errors and Omissions
Insurance Policy and any other bonds under the terms of the Servicing Agreement,
Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide
are in full force and effect;
(D) All premiums for each Hazard Insurance Policy, Flood Insurance Policy
(if applicable) and Primary Mortgage Insurance Policy (if applicable), with
respect to each Mortgaged Property, have been paid and that all such insurance
policies are in full force and effect;
(E) All real estate taxes, governmental assessments and any other expenses
accrued and due, that is not paid could result in a lien or encumbrance on any
Mortgaged Property, or if any such costs or expenses have not been paid with
respect to any mortgaged property, the reason for the non-payment has been
reported;
(F) All Custodial Accounts have been reconciled and are properly funded;
and
(G) All annual reports of Foreclosure and Abandonment of Mortgage Property
required per section 6050J and 6050P of the Internal Revenue Code, respectively
have been prepared and filed.
Certified by:
Officer (Sue Stepanek)
Senior Vice President
Title
February 11, 2002
Date
Two MacArthur Ridge, 909 Hidden Ridge Drive, Suite 200, Irving, Texas 75038
EX 99.3(b)
National City
Mortgage (logo)
National City Mortgage Co.
3232 Newmark Drive - Miamisburg, Ohio 45342
Telephone (937) 910-1200
Mailing Address:
P.O. Box 1820
Dayton, Ohio 45401-1820
Wells Fargo Bank, Minnesota NA
Attn: Dionne Waldron-Dixon
11000 Broken Land Parkway
Columbia, Maryland 21044-3562
RE: Annual Officer's Servicing Certification
Dear Master Servicer:
The undersigned Officer certifies the following for the 2001 fiscal year:
(a) I have reviewed the activities and performance of the Servicer during
the preceding fiscal year under the terms of the Servicing Agreement, Trust
Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to
the best of these Officers' knowledge, the Servicer has fulfilled all of its
duties, responsibilities or obligations under these Agreements throughout
such year, or if there has been a default or failure of the servicer to perform
any of such duties, responsibilities or obligations, a description of each
default or failure and the nature and status thereof has been reported to;
(b) I have confirmed that the Servicer is currently an approved FNMA or
FHLMC servicer in good standing;
(c) All premiums for each Hazard Insurance Policy, Flood Insurance Policy
(if applicable) and Primary Mortgage Insurance Policy (if applicable), with
respect to each Mortgaged Property, have been paid and that all such insurance
policies are in full force and effect;
(d) All real estate taxes, governmental assessments and any other expenses
accrued and due, that if not paid could result in a lien or encumbrance on any
Mortgaged Property, have been paid, or if any such costs or expenses have not
been paid with respect to any Mortgaged Property, the reason for the non-
payment has been reported to Wells Fargo Bank Minnesota, NA;
(e) All bonds, mortgages, and title policies are held by National City
Mortgage;
(f) All Custodial Accounts have been reconciled and are properly funded; and
(g) All annual reports of Foreclosure and Abandonment of Mortgage Property
required per section 6050H, 6050J, and 6050P of the Internal Revenue Code,
respectively, have been prepared and filed.
Certified By:
Officer (Mary Beth Criswell)
National City Mortgage
Company
Vice President
Title
March 22, 2002
Date