SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark One) |X| Annual Report pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934 for fiscal year
ended December 31, 1998
or
|_| Transition Report pursuant to Section 13 or 15(d)
of the Securities Exchange Act 1934
for the transaction period from __________to ___________
Commission File Number: 333-10027
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LEHMAN STRUCTURED SECURITIES CORP.
(In Respect of COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-1)
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(Exact name of registrant as specified in its charter)
Delaware 043342274
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
200 Vesey Street, 24th Floor
New York, New York 10285
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(Address of Principal Executive Offices) Zip Code
(212) 526-5596
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Registrant's telephone number, including area code
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 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 |_| No |X|
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 the 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.
Aggregate market value of voting stock held by non-affiliates of the registrant
as of January 31, 1999.
Not Applicable.
Number of shares of common stock outstanding as of January 31, 1999.
Not Applicable.
1
<PAGE>
Registrant has not been involved in bankruptcy proceedings during the proceeding
five years, and is not reporting as a corporate issuer.
The following documents are incorporated by reference into this Form 10-K.
None.
2
<PAGE>
LEHMAN STRUCTURED SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-1
FORM 10-K
INDEX
Page
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PART I.
Item 1. Business.................................................... 4
Item 2. Properties................................................... 4
Item 3. Legal Proceedings........................................... 4
Item 4. Submission of Matters to a Vote of Security Holders......... 4
PART II.
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters....................................... 4
Item 6. Selected Financial Data..................................... 5
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations....................... 5
Item 8. Financial Statements and Supplementary Data................. 5
Item 9. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure....................... 5
PART III.
Item 10. Directors and Executive Officers of the Registrant .......... 5
Item 11. Executive Compensation ...................................... 5
Item 12. Security Ownership of Certain Beneficial Owners
and Management ............................................ 5
Item 13. Certain Relationships and Related Transactions .............. 5
PART IV.
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K ............................................... 5
Supplemental Information to be Furnished with Reports Filed Pursuant to
Section 15(d) of the Securities Exchange Act of 1934 of Registrants
Which Have Not Registered Securities Pursuant to Section 12 of
such Act. ......................................................... 6
SIGNATURES................................................................. 7
INDEX OF EXHIBITS.......................................................... 8
3
<PAGE>
PART I
Item 1. Business
This Annual Report is being filed by State Street Bank and Trust Company, solely
in its capacity as Trustee (in such capacity, the Trustee) under the Trust
Agreement dated as of October 1, 1996 (the "Trust Agreement") between Lehman
Structured Securities Corp. as depositor ("Registrant") and State Street Bank
and Trust Company, as trustee, pursuant to which Trust Agreement the
Registrant's Commercial Mortgage Pass-Through Certificates, Series 1996-1 (the
"Certificates") were issued. Capitalized terms used herein and not otherwise
defined shall have the respective meanings ascribed to such terms in the Trust
Agreement.
The information requested by this item is not applicable as the only business of
the Trust formed under the Trust Agreement hereinafter identified is the receipt
of distributions of a portion of the Resolution Trust Corporation Commercial
Mortgage Pass-Through Certificates, Series 1994-C1, Class E (the "Underlying
Certificate") held by the Trust, which portion of the Underlying Certificates
are the only assets of the Trust.
The information contained in this Annual Report on Form 10-K has been or is
based on information supplied to the Trustee by third parties without
independent review or investigation by the Trustee and no representation or
warranty of any kind is made by the Trustee with respect to such information.
As used in this Annual Report on Form 10-K, "Not Applicable" or "not applicable"
means that the response to the referenced item is omitted in reliance on the
procedures outlined in numerous no-action letters issued by the Commission's
Staff with respect to substantially similar certificates.
Item 2. Properties
Information regarding the assets of the Trust (the "Underlying Certificates")
has been set forth in the Prospectus and Prospectus Supplement relating to the
Certificates and filed with the Commission.
Item 3. Legal Proceedings
The Registrant knows of no material pending legal proceedings involving either
of (i) the Trust or (ii) with respect to the Certificates or the Trust, the
Registrant or the Trustee other than ordinary routine litigation, if any,
incidental to the Trustee's or the Registrant's duties under the Trust Agreement
and not material when taken as a whole.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote or consent of the holders of the
Certificates during the period covered by this report.
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
Presently, there is no established trading market for the Certificates known to
the Registrant. As of December 31, 1998 there are an aggregate of three (3)
registered holders of all Classes of the Certificates.
4
<PAGE>
Item 6. Selected Financial Data
Not Applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Not Applicable.
Item 8. Financial Statements and Supplementary Data
Not Applicable.
Item 9. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure
The Registrant knows of no changes or disagreements with accountants on
accounting and financial disclosure with respect to the Trust or the
Certificates.
Item 10. Directors and Executive Officers of the Registrant
Not Applicable.
Item 11. Executive Compensation
Not Applicable.
PART III
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information required by this item with respect to the security ownership of
certain beneficial owners of the Certificates is annexed hereto as Exhibit 99.1.
Item 13. Certain Relationships and Related Transactions
Not Applicable.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)(1) Financial Statements
Not Applicable.
(a)(2) Financial Statement Schedules
Not Applicable.
(a)(3) Exhibits
5
<PAGE>
Unless otherwise indicated, the following exhibits required by Item
601 of Regulation S-K and previously furnished to the Commission as
exhibits to a Report on Form 8-K, are incorporated into this Form
10-K by reference:
4. Trust Agreement dated as of October 1, 1996, by and between
Lehman Structured Securities Corp., as depositor, and State
Street Bank and Trust Company, as Trustee.
99.1* Security Ownership of Certain Beneficial Owners.
99.2 Aggregate Data With Respect to Distributions on the
Certificates.
(b) The following Reports on Form 8-K were filed with the Commission
by or on behalf of the Registrant with respect to the
Certificates during the last quarter of the period covered by
this report:
Report on Form 8-K dated October 13, 1998, reporting items 5 and
7.
Report on Form 8-K dated November 2, 1998, reporting items 5 and
7.
Report on Form 8-K dated December 7, 1998, reporting items 5 and
7.
(c) Information aggregating certain data information reported to
certificateholders with respect to distributions on their
Certificates made in 1998 is set forth in Exhibit 99.2 annexed
hereto.
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* Filed herewith
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OF REGISTRANTS WHICH HAVE NOT
REGISTERED SECURITIES PURSUANT TO SECTION 12 OF SUCH ACT.
The Registrant has not sent an annual report or proxy material to the holders of
its Certificates. The Registrant will not be sending an annual report or proxy
materials to the holders of its Certificates subsequent to the filing of this
Form 10-K.
6
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SIGNATURES
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Pursuant to the requirements 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.
LEHMAN STRUCTURED SECURITIES CORP. (In
Respect of its COMMERCIAL MORTGAGE PASS-
THROUGH CERTIFICATES, SERIES 1996-1)
Dated: March 31, 1999 By: State Street Bank and Trust Company,
solely in its capacity as Trustee of
the Trust for the Registrant's
Commercial Mortgage Pass-Through
Certificates, Series 1996-1 and not
individually
By: /s/ Vaneta Bernard
-----------------------------------------
Vaneta Bernard, Assistant Vice President
7
<PAGE>
INDEX OF EXHIBITS
Exhibit No. Description
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99.1 Security Ownership of Certain Beneficial Owners (with original
principal balances).
99.2 Aggregate Data With Respect to Distributions on the
Certificates Made in 1998.
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EXHIBIT 99.1
PAGE 1 OF 1
LEHMAN STRUCTURED SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-1
ITEM 12. Security Ownership of Certain Beneficial Owners
As of December 31, 1998, the following persons were known to the Registrant to
be the registered owners of more than 5% of the aggregate fractional undivided
interest evidenced by each Class of the Certificates referenced below:
<TABLE>
<CAPTION>
TITLE NAME AND ADDRESS AMOUNT OF BENEFICIAL
OF CLASS OF HOLDERS OF RECORD OWNERSHIP (ORIGINAL PRINCIPAL) % CLASS
-------- -------------------- ------------------------------ -------
<S> <C> <C> <C>
Class E-1 Cede & Co. $29,579,266.21 100%
55 Water Street
New York, New York 10005
Class E-2 Mellon Bank $2,500,000 7%
P.O. Box 3195
Attn: MBS Income Unit
Pittsburgh, PA 15230
TFinn & Co. $8,000,000 20%
c/o Chase Manhattan Bank
P.O. Box 50000
Newark, New Jersey 07101
TFinn & Co. $25,652,436.47 71%
c/o Chase Manhattan Bank
P.O. Box 50000
Department 6583
Outsourcing Services
Newark, New Jersey 07101
Class R Lehman Structured Securities Corp. -0- 100%
3 World Financial Center
New York, New York 10285
</TABLE>
9
EXHIBIT 99.2
PAGE 1 of 1
Lehman Structured Securities Corporation
Commercial Mortgage Pass-Through Certificates
Series 1996-1
Annual Report to Certificateholders for 1998
Payment Summary
<TABLE>
<CAPTION>
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Excess
Beginning Interest
Balance Principal Distributable Amount
(January Adjustment Certificate Applied to Ending
Class 1998) Amount Interest Principal Total Paid Balance
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<S> <C> <C> <C> <C> <C> <C>
E-1 27,789,645.49 1,087,416.94 2,179,525.37 1,087,416.94 3,266,942.31 26,702,228.55
E-2 33,965,122.28 1,329,065.16 2,663,864.33 1,329,065.16 3,992,929.49 32,636,057.12
R 0.00 0.00 0.00 0.00 0.00 0.00
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Totals: 61,754,767.77 2,416,482.10 4,843,389.70 2,416,482.10 7,259,871.80 59,338,285.67
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</TABLE>
Additional Information:
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Trustee Fee $3,029.02
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