CORPORATE BOND BACKED CERT TRUST SERIES 1997-USW-1
10-K, 1998-05-06
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                       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                                  033-73438-04


           Corporate Bond-Backed Certificates, Series 1997-USW-1 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 April 24, 1997, which together formed the Corporate
Bond-Backed Certificates, Series 1997-USW-1 Trust.

               I.R.S. Employer Identification Number: 13-7135733
                                                      ----------

   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.

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<PAGE>


     Documents in Part II and Part IV incorporated herein by reference are as
follows:

     Trustee's Distribution Statements to the Certificate Holders for the
     six-month periods ending August 31, 1997 and February 28, 1998 are 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 April 24, 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-1 Trust (the "Trust" or the "Registrant"), and which provided for the
issuance of the Corporate Bond Backed Certificates, Series 1997-USW-1 (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 Statements 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 Statements to the Certificate Holders for the six-month
periods ending August 31, 1997 and February 28, 1998 are 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 Statements to the Certificate Holders for the
          six-month periods ending August 31, 1997 and February 28, 1998 are
          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-1 TRUST



                                                By: /s/ Enrico D. Reyes
                                                    -----------------------
                                                        Enrico D. Reyes
                                                        Vice President



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