SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
Annual Report Pursuant to Sections 13 or 15(d)
of the Securities Exchange Act of 1934
For Fiscal Year Ended: Commission file number:
December 31, 1997 033-73438-07
Corporate Bond-Backed Certificates, Series 1997-USW-2 Trust
(Exact name of registrant as specified in its charter)
Lehman ABS Corporation is the depositor under the Standard Terms for Trust
Agreements, dated as of February 28, 1996, as supplemented by a Series
Supplement, dated as of September 5, 1997, which together formed the Corporate
Bond-Backed Certificates, Series 1997-USW-2 Trust.
I.R.S. Employer Identification Number: 13-7135734
The Bank of New York, as Trustee
101 Barclay Street, Floor 12 East
New York, New York 10286
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 815-5098
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 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|.
Aggregate market value of the voting and non-voting common equity held by
non-affiliates of the Registrant as of December 31, 1997: Not Applicable.
Number of shares of common stock outstanding as of December 31, 1997: Not
Applicable.
<PAGE>
Documents in Part II and Part IV incorporated herein by reference are as
follows:
Trustee's Distribution Statement to the Certificate Holders for the
six-month period ending February 28, 1998 is hereby incorporated by
reference as exhibits to Registrant's Current Report on Form 8-K filed with
the Securities and Exchange Commission on March 13, 1998.
INTRODUCTORY NOTE
Lehman ABS Corporation (the "Depositor") is the depositor under the
Standard Terms for Trust Agreements, dated as of February 28, 1996, as
supplemented by a Series Supplement, dated as of September 5, 1997, by and
between the Depositor and The Bank of New York, a New York banking corporation,
as trustee (the "Trustee"), which together formed the Corporate Bond-Backed
Certificates, Series 1997-USW-2 Trust (the "Trust" or the "Registrant"), and
which provided for the issuance of the Corporate Bond Backed Certificates,
Series 1997-USW-2 (the "Certificates"). The Certificates do not represent
obligations of or interests in the Depositor. Pursuant to staff administrative
positions established in various no-action letters, Registrant is not required
to respond to various items of Form 10-K. Such items are designated herein as
"Not Applicable."
Information with respect to the distribution of payments to the Certificate
Holders is accurately summarized in the Trustee's Distribution Statement(s) to
the Certificate Holders which are filed on Form 8-K with the Securities and
Exchange Commission.
PART I
Item 1. Business.
Not Applicable
Item 2. Properties.
Not Applicable
Item 3. Legal Proceedings.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
<PAGE>
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
(a) Market Information: Not Applicable. To the best knowledge of the
Trustee, there is no established public trading market for the Certificates.
(b) Holders: The Certificates issued by the Trust representing investors'
interest in the Trust are represented by one or more physical Certificates
registered in the name of Cede & Co., the nominee of The Depository Trust
Company.
(c) Dividends: Not Applicable.
Item 6. Selected Financial Data.
Not Applicable
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Not Applicable
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not Applicable
Item 8. Financial Statements and Supplementary Data.
Trustee's Distribution Statement to the Certificate Holders for the
six-month period ending February 28, 1998 is hereby incorporated by reference as
exhibits to Registrant's Current Report on Form 8-K filed with the Securities
and Exchange Commission on March 13, 1998.
Item 9. Changes in and Disagreements 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
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management.
(a) Not Available
(b) Not Applicable
(c) Not Applicable
Item 13. Certain Relationships and Related Transactions.
(a) None
(b) None
(c) Not Applicable
(d) Not Applicable
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) The following documents are filed as a part of the report:
Trustee's Distribution Statement to the Certificate Holders for the
six-month period ending February 28, 1998 is hereby incorporated by
reference as exhibits to Registrant's Current Report on Form 8-K filed
with the Securities and Exchange Commission on March 13, 1998.
(b) None
(c) See item 14(a) above.
(d) Not Applicable
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Trustee of the Fund has duly caused this report to be signed on behalf of the
Fund by the undersigned, thereunto duly authorized.
Date: March 31, 1998
THE BANK OF NEW YORK AS
TRUSTEE, FOR CORPORATE
BOND-BACKED CERTIFICATES,
SERIES 1997-USW-2 TRUST
By:/s/ Enrico D. Reyes
------------------------
Enrico D. Reyes
Vice President