$65,731,702
Lehman Structured Securities Corp.
Commercial Mortgage Pass-Through Certificates, Series 1996-1
-----------------------------
Commercial Mortgage Pass-Through Certificates, Series 1996-1 (the
"Certificates") will consist of three classes, Class E-1 and Class E-2
(collectively, the "Offered Certificates") and Class R (the "Class R
Certificate"). Only the Offered Certificates are being offered hereby. As set
forth herein, the Class E-2 Certificates will be subordinated to the Class E-1
Certificates. It is a condition to the issuance of the Offered Certificates that
the Class E-1 Certificates be rated "BBB" by Duff & Phelps Credit Rating Co.
("D&P"), and that the Class E-2 Certificates be rated "BB" by each of Standard &
Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P"),
and D&P.
The Certificates will represent, in the aggregate, all of the
beneficial ownership interests in a trust (the "Trust") to be established by
Lehman Structured Securities Corp. (the "Depositor") pursuant to a Trust
Agreement, dated as of October 1, 1996, between the Depositor and State Street
Bank and Trust Company, as trustee (the "Trustee"). The primary assets of the
Trust (the "Trust Fund") will consist primarily of certain Resolution Trust
Corporation (the "RTC" and, together with its successors and assigns, the
"Seller") Commercial Mortgage Pass-Through Certificates, Series 1994-C1 (the
"Underlying Certificates"), Class E (the "Underlying Class E Certificates"),
which Underlying Class E Certificates represent approximately 59.37% of the
original Certificate Principal Amount of Class E of the Underlying Certificates,
with a current principal balance of $65,731,702.68 upon deposit into the Trust.
The Underlying Class E Certificates represent an interest in a trust fund (the
"Underlying Trust Fund"), the assets of which consist primarily of adjustable
and fixed rate, amortizing and balloon payment, conventional mortgage loans
secured by first liens on commercial real estate properties, multifamily
residential properties and mixed residential/commercial properties and also
includes mortgage loans secured by junior liens on such types of properties (all
such mortgage loans, the "Mortgage Loans"). The Underlying Class E Certificates
were acquired by the Depositor in secondary market transactions at varying
prices. The Underlying Class E Certificates are currently rated "BB" by S&P and
D&P.
------------------------------ (cover continued on next page)
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Prospective investors in the Offered Certificates should consider the
factors discussed under "Risk Factors" beginning on page 12.
<TABLE>
Initial Certificate Price to Underwriting Certificate Final Scheduled CUSIP
Class Principal Amount Public (3) Discount Interest Rate Distribution Date(1) Number
----- ---------------- --------- -------- ------------- ----------------- ------
<S> <C> <C> <C> <C> <C> <C>
Class E-1........ $29,579,266 (2) (2) 7.995% June 25, 2026 52518RAA4
Class E-2........ $36,152,436 93.75% 0.25% 7.995% June 25, 2026 52518RAB2
- ------------------------
<FN>
(1) Determined on the basis of the assumptions set forth herein.
(2) The Class E-1 Certificates will be offered by Lehman Brothers from time to time in negotiated transactions or otherwise at
varying prices to be determined at the time of sale.
(3) The aggregate proceeds (excluding accrued interest) to the Depositor from the sale of the Offered Certificates will be
approximately $60,525,000, before deduction of expenses payable by the Depositor estimated to be approximately $525,000.
</FN>
</TABLE>
------------------------------
The Offered Certificates offered by this Prospectus are offered by
Lehman Brothers Inc. or one of its affiliates ("Lehman Brothers" or the
"Underwriter") subject to prior sale, to withdrawal, cancellation or
modification of the offer without notice, to delivery to and acceptance by
Lehman Brothers and certain further conditions. It is expected that the Class
E-2 Certificates will be delivered in definitive form at the offices of Lehman
Brothers, New York, New York, and that the Class E-1 Certificates will be
delivered in book-entry form through the Same-Day Funds Settlement System of The
Depository Trust Company, in each case on or about November 1, 1996.
------------------------------
LEHMAN BROTHERS
November 8, 1996
<PAGE>
(cover continued from previous page)
The primary credit support for the Underlying Class E Certificates is
(i) the right to draw on a reserve fund (the "Reserve Fund") established by the
RTC, (ii) the credit support provided by subordination to the Underlying Class E
Certificates of certificates ranking lower in priority of payments and higher in
priority of allocation of losses, and (iii) the extent to which the current
Scheduled Principal Balance of the Mortgage Loans exceeds the Certificate
Principal Amount of the Underlying Certificates. The Certificates and the
Underlying Class E Certificates do not constitute obligations of the Depositor,
the Trustee, the Seller, the RTC or any depository institution for which the RTC
has acted as conservator or receiver. Neither the Certificates nor the
Underlying Class E Certificates will be savings accounts or deposits and are not
insured or guaranteed by the Federal Deposit Insurance Corporation, the
Resolution Trust Corporation or any other governmental agency or
instrumentality.
Lehman Brothers, directly or through one or more of its affiliates,
intends to make a secondary market in the Offered Certificates but is under no
obligation to do so.
The Offered Certificates will bear interest at the rate per annum (the
"Certificate Interest Rate") set forth on the cover hereof. Interest on the
Offered Certificates will be payable each month on the 25th day of the month (or
the next succeeding Business Day if such 25th day is not a Business Day), which
is the same day on which distributions on the Underlying Class E Certificates
are scheduled to be made (each such date, a "Distribution Date"), commencing
November 25, 1996. Interest will accrue on the Offered Certificates from the
first day of the month preceding the month in which the related Distribution
Date occurs through the last day of such preceding month (each such period, the
"Certificate Interest Accrual Period"), which is the same period over which the
Underlying Class E Certificates will accrue interest. Principal payments on the
Offered Certificates will be made in the amounts and in accordance with the
priorities described herein.
An election will be made to treat the Trust Fund as a "real estate
mortgage investment conduit" (a "REMIC" and, with respect to the Trust Fund, the
"Trust REMIC") for federal income tax purposes. The Offered Certificates will be
designated as "regular interests" and the Class R Certificate will be designated
as the "residual interest" in the Trust REMIC. See "CERTAIN FEDERAL INCOME TAX
CONSEQUENCES."
The transferability of the Offered Certificates is subject to certain
limitations. See "DESCRIPTION OF THE CERTIFICATES -- Restrictions on the
Transfer of the Certificates."
Until ninety days after the date of this Prospectus, all dealers
effecting transactions in the Offered Certificates, whether or not participating
in this distribution, may be required to deliver a Prospectus. This is in
addition to the obligation of dealers acting as underwriters to deliver the
Prospectus with respect to their unsold allotments or subscriptions.
