10-K 1 bsa01ac2.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (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, 2002 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 ___ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K ( 229.405 of this chapter) 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. Not applicable. State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant. The aggregate market value shall be computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity, as of a specified date within 60 days prior to the date of filing. (See definition of affiliate in Rule 405, 17 CFR 230.405.) Not applicable. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Not applicable. List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g. Part I, Part II, etc..) into which the document is incorporated: (1)Any annual report to security holders; (2) Any proxy or information statement; and (3)Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g. annual report to security holders for fiscal year ended December 24, 1980). Not applicable. PART I Item 1. Business. Omitted. Item 2. Properties. See Item 14(a), Exhibits 99.1, 99.2, and 99.3, for information provided in lieu of information required by Item 102 of Regulation S-K. Item 3. Legal Proceedings. The registrant knows of no material pending legal proceedings involving the trusts created under the Pooling and Servicing Agreement (the Trusts), the Trustee, the Servicer or the registrant with respect to the Trusts other than routine litigation incidental to the duties of the respective parties. Item 4. Submission of Matters to a Vote of Security Holders. None. PART II Item 5. Market for registrant's Common Equity and Related Stockholder Matters. No established public trading market for the Certificates exists. Records provided to the Trust by the DTC and the Trustee indicate that as of December 31, 2002, the number of holders of record for each class of Certificate were as follows: Class I-A2 3 Class I-A3 1 Class I-A4 1 Class I-A5 6 Class II-A-2 2 Class II-A-3 1 Class II-F 1 Class II-INV 1 Class A-IO 1 Class B 2 Class B-IO 1 Class M-1 1 Class M-2 4 Class P 1 Class R-1 1 Class R-2 1 Class R-3 1 Class R-4 1 Total: 30 Item 6. Selected Financial Data. Omitted. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation. Omitted. Item 7A. Quantitative and Qualitative Disclosures about Market Risk. Not applicable. Item 8. Financial Statements and Supplementary Data. See Item 14(a), Exhibits 99.1, 99.2, 99.3, for information provided in lieu of information required by Item 302 of Regulation S-K. 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. Not applicable. Item 11. Executive Compensation. Not applicable. Item 12. Security Ownership of Certain Beneficial Owners and Management. Not applicable. Item 13. Certain Relationships and Related Transactions. Not applicable. Item 14. Controls and Procedures. Not applicable. PART IV Item 15. 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, 2002. ~~a) CitiMortgage Inc. (MO), as Servicer b) EMC Mortgage Corp, as Servicer c) National City Mortgage Co, as Servicer~~

(99.2) Report of Management as to Compliance with Minimum Servicing Standards for the year ended December 31, 2002. ~~a) CitiMortgage Inc. (MO), as Servicer b) EMC Mortgage Corp, as Servicer c) National City Mortgage Co, as Servicer~~

(99.3) Annual Statements of Compliance under the Pooling and Servicing Agreements for the year ended December 31, 2002. ~~a) CitiMortgage Inc. (MO), as Servicer b) EMC Mortgage Corp, as Servicer c) National City Mortgage Co, as Servicer~~

(99.4) Aggregate Statement of Principal and Interest Distributions to Certificate Holders. (b) On November 07, 2002, December 06, 2002, and January 09, 2003 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. Filed herewith. 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: Bear Stearns Asset Backed Securities Trust Asset-Backed Certificates Series 2001-AC2 Trust (Registrant) Signed: Bear Sterns Asset Backed Securities Inc., as Depositor By: Jeffrey Mayer, President By: /s/ Jeffrey Mayer Dated: April 14, 2003 Sarbanes-Oxley Certification I, Jeffrey Mayer, 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 Trust; 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, or similar, agreement, for inclusion in these reports is included in these reports; 4. I am responsible for reviewing the activities performed by the master servicer under the pooling and servicing, or similar, agreement and based upon my knowledge and the annual compliance review required under that agreement, and except as disclosed in the reports, the master servicer has fulfilled its obligations under that agreement; and 5. The reports disclose all significant deficiencies relating to the servicer's compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling and servicing, or similar, agreement, that is included in these reports. In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: CitiMortgage Inc. as Servicer, EMC Mortgage Corp, as Servicer, National City Mortgage Co, as Servicer, and Wells Fargo Bank Minnesota, N.A. as Trustee. Date: April 14, 2003 Jeffrey Mayer Signature President Title SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT. (a)(i) No annual report is provided to the Certificateholders other than with respect to aggregate principal and interest distributions. (a)(ii) No proxy statement, form of proxy or other proxy soliciting material has been sent to any Certificateholder with respect to any annual or other meeting of Certificateholders. Ex-99.1 (a) KPMG (logo) 10 South Broadway Suite 900 St. Louis, MO 63102-1761 Telephone 314 444 1400 Fax 314 444 1470 Independent Accountants' Report The Board of Directors CitiMortgage, Inc.: We have examined management's assertion, included in the accompanying management assertion, that CitiMortgage, Inc. (an indirect wholly-owned subsidiary of Citigroup Inc.) and subsidiaries (the Company), complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers as of and for the year ended December 31, 2002. Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was concluded 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 specified above 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 during the year ended December 31, 2002 is fairly stated, in all material respects. /s/ KPMG LLP March 14, 2003 KPMG LLP. KPMG LLP, a U.S. limited liability partnership, is a member of KPMG International, a Swiss Association. Ex-99.1 (b) Deloitte & Touche (logo) Deloitte & Touche 750 College Road East 3rd Floor Princeton, New Jersey 08540 Tel: (609) 514-3600 Fax: (609) 514-3603 www.deloitte.com INDEPENDENT ACCOUNTATNS' REPORT Board of Directors and Stockholder 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, 2002. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management'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, 2002 is fairly stated, in all material respects. /s/ Deloitte & Touche LLP January 15, 2003 Deloitte Touche Tohmatsu (logo) Ex-99.1 (c) 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 Mangement'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 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) for the year ended December 31, 2002. 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 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 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 for the year ended December 31, 2002, 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. /s/ Ernst & Young LLP February 24, 2002 A Member Practice of Ernst & Young Global Ex-99.2 (a) Citimortgage (logo) CitiMortgage, Inc. Financial Control Mail Station 822 12855 N. Outer Forty Drive St. Louis, MO 63141 As of and for the year ended December 31, 2002, CitiMortgage, Inc. (an indirect wholly owned subsidiary of Citigroup) and subsidiaries (the Company) has complied, in all material respects, with the minimum servicing standards as set forth in the Mortgage Bankers Association of America's Uniform Single Attestation for Mortgage Bankers. As of and for this same period, the Company had in effect a fidelity policy of $360 million and errors and omissions policy in the amount of $50 million. Very truly yours, CITIMORTGAGE, INC. By: /s/ David Schneider David Schneider, President & Chief Operating Officer By: /s/ David Lowman David Lowman, Chief Servicing and Technology Officer By: /s/ Paul Ince Paul Ince, Chief Financial Officer March 14, 2003 CitiMortgage, Inc. does business as Citicorp Mortgage in MT and NM. A Member of citigroup Ex-99.2 (b) EMC Mortgage Corporation (logo) January 15, 2003 As of and for the year ended November 30, 2002, 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, 2002 and for the year then ended, the company had in effect a fidelity bond in the amount of $200,000,000, and errors and omissions liability coverage in the amount of $10,000,000 on any individual mortgage impairment claim. /s/ Ralene Ruyle Ralane Ruyle, President /s/ Beverly A. Sibblies Beveryly A. Sibblies, Executive Vice President /s/ Scott D. Samlin Scott D. Samlin, Senior Vice President Two MacArthur Ridge, 909 Hidden Ridge Drive, Suite 200, Irving Texas 75038 Mailing Address: P.O. Box 141358 Irving, Texax 75014-1358 Member Mortgage Bankers Association of America (logo) Ex-99.2 (c) National City Mortgage (logo) National City Mortage 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 on 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, 2002 and for the year then ended. Based on this evalution, we assert that during the year ended December 31, 2002, 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 policy in the amount of $50 million and an errors and omissions policy in the amount of $40 million. /s/ Charles Abourezk Charles Abourezk, Senior Vice President February 24, 2003 No one Cares More! Ex-99.3 (a) Citimortgage (logo) CitiMortgage, Inc. M.S. 313 P.O. Box 790013 St. Louis, MO 63179-0013 March 31, 2003 Federal Home Loan Bank 9062 Old Annapolis Road Columbia, MD 21045-1951 ATTN: Tracy Sitorius RE: Mortgage Pass-Through Certificates Series: Certificate: Certificate %: 100.00% Pooling & Servicing Agreement Dated / / OFFICER'S CERTIFICATE Dear Investor: The activities of CitiMortgage, Inc. performed under the above-captioned agreement during the preceding calendar year, have been conducted under my supervision. Based upon a review of those activities and to the best of my knowledge, CitiMortgage, Inc. has fulfilled all of its obligations under this agreement. CITIMORTGAGE, INC. BY: /s/ Patsy M. Barker Patsy M. Barker Vice President BY: /s/ Timothy Klingert Timothy Klingert Assistant Vice President Ex-99.3 (b) EMC Mortgage Corporation (logo) Officer's Certificate BSABS 2001-AC2 I, Sue Stepanek, Executive Vice President of EMC Mortgage Corporation, do hereby certify to the Company, that with respect to the period ending November 30, 2002, a review of the activities of EMC Mortgage Corporation and it's performance during the past fiscal year under the above referenced Pooling and Servicing Agreement has been made under my supervision. To the best of my knowledge, based on such review, "EMC" has performed and fulfilled its duties, responsibilities and obligations in all material respects with the terms and provisions under its Servicing Agreement throughout such year, or, if there has been a default in the fulfillment of any such duties, responsibilities or obligations, specifying each such default known to such Servicing Officer the nature and status thereof has been reported to the Company. /s/ Sue Stepanek Sue Stepanek, Executive Vice President March 18, 2003 Date Two MacArthur Ridge 909 Hidden Ridge Drive, Suite 200 Irving, TX 75067 Ex-99.3 (c) 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, Master Servicing 9062 Old Annapolis Road Columbia, Maryland 21045 RE: Officer's Certification-National City Mortgage Dear Master Servicer: The undersigned Officer certifies the following for the 2002 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 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 to Wells Fargo Bank Minnesota NA; 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 required 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 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; f. All custodial accounts have been reconciled and are properly funded; and g. All annual reports of Foreclosure and Abandonment of Mortgaged Property required per section 6050H, 6050J and 6050P of the Internal Revenue Code, respectively, have been prepared and filed. Certified By: /s/ Mary Beth Criswell Mary Beth Criswell Vice President Title March 11, 2003 Date Ex-99.4 Schedule of Year-To-Date Principal and Interest Distributions to Certificateholders Class Interest Principal Losses Ending Balance I-A1 845,729.66 64,992,531.98 0.00 0.00 I-A2 3,089,715.70 3,373,293.32 0.00 59,553,706.68 I-A3 748,748.04 0.00 0.00 13,090,000.00 I-A4 1,307,829.60 0.00 0.00 21,231,000.00 I-A5 1,638,702.96 0.00 0.00 25,685,000.00 II-A-2 2,170,277.99 0.00 0.00 37,290,000.00 II-A-3 1,701,574.48 0.00 0.00 26,381,000.00 II-F 4,058,930.44 163,047,185.17 0.00 73,000,163.45 II-INV 9,319,031.32 0.00 0.00 0.00 A-IO 1,617,600.00 0.00 0.00 0.00 B 535,072.51 0.00 0.00 7,927,000.00 B-IO 5,731,611.50 0.00 0.00 1,849,617.39 M-1 719,345.04 0.00 0.00 11,890,000.00 M-2 665,847.00 0.00 0.00 10,569,000.00 P 73,217.78 0.00 0.00 100.00 R-1 0.00 0.00 0.00 0.00 R-2 0.00 0.00 0.00 0.00 R-3 0.00 0.00 0.00 0.00 R-4 0.00 0.00 0.00 0.00

BEAR STEARNS ASSET BACKED CERTIFICATES SERIES 2001-AC2 10-K