- -----------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
Reported): December 11, 1996
LEHMAN ABS CORPORATION, (as depositor under the Pooling and
Servicing Agreement, dated as of December 1, 1996, which forms
Lehman Home Equity Loan Trust 1996-3, which will issue the Home Equity Loan
Trust 1996-3, Home Equity Loan Asset-Backed Certificates, Series 1996-3).
LEHMAN ABS CORPORATION
(Exact name of registrant as specified in its charter)
333-14293
Delaware 333-3391 13-3447441
- ---------------------------- ----------- -------------------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
Three World Financial Center
200 Vesey Street
New York, New York 10022
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (212) 526-7000
----- --------
- -----------------------------------------------------------------
Item 5. Other Events.
- ---- ------------
Incorporation of Certain Documents by Reference
- -----------------------------------------------
Pursuant to Rule 411 of Regulation C under the Securities Act of 1933
and in reliance on Financial Security Assurance Inc., SEC No-Action Letter
(July 16, 1993), Financial Asset Securities Corp. (the "Registrant") will
incorporate by reference the financial statements of Financial Security
Assurance, Inc., into the Registrant's registration statement (File No. 333-
14293). The financial statements will be referred to in the prospectus
supplement relating to Lehman Home Equity Loan Trust 1996-3. In connection
with the incorporation of such documents by reference, the Registrant is
hereby filing the consent of Coopers & Lybrand L.L.P. ("Coopers & Lybrand")
to the use of their name in such prospectus supplement. The consent of
Coopers & Lybrand is attached hereto as Exhibit 1.
Item 7. Financial Statements, Pro Forma Financial
- ---- -----------------------------------------
Information and Exhibits.
------------------------
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
23. The Consent of Coopers & Lybrand L.L.P.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LEHMAN ABS CORPORATION
By: /s/ Martin Harding
-----------------------------
Martin Harding
Managing Director
Dated: December 9, 1996
Exhibit Index
Exhibit Page
- ------- ----
23. The Consent of Coopers & Lybrand L.L.P. 5
EXHIBIT 23: CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus Supplement
dated December 11, 1996 (to Prospectus dated December 11, 1996) of Lehman ABS
Corporation relating to Lehman Home Equity Loan Trust 1996-3 of our report
dated January 17, 1996 on our audits of the consolidated financial statements
of Financial Security Assurance Inc. and Subsidiaries as of December 31, 1995
and 1994 and for each of the three years in the period ended December 31,
1995. We also consent to the reference to our firm under the caption
"Experts".
\s\ Coopers & Lybrand L.L.P.
---------------------------------------------
COOPERS & LYBRAND L.L.P.
New York, New York
December 11, 1996
