<PAGE>
<PAGE>
As filed with the Securities and Exchange Commission on January 9, 1996
Registration No. 33-99494
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
POST-EFFECTIVE AMENDMENT NO. 1
to
REGISTRATION STATEMENT ON FORM S-3
Under
THE SECURITIES ACT OF 1933
----------------------
LEHMAN ABS CORPORATION
(Depositor)
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-3447441
(State of incorporation) (I.R.S. Employer Identification No.)
Three World Financial Center
200 Vesey Street
New York, New York 10285-1600
(Address of principal executive offices)
THEODORE P. JANULIS
Lehman ABS Corporation
Three World Financial Center
200 Vesey Street
New York, New York 10285-1600
(Name and address of agent for service)
----------------------
Copy to:
CATHY M. KAPLAN, ESQ.
Brown & Wood
One World Trade Center
New York, New York 10048-0557
----------------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. [x]
Pursuant to Rule 429, this Post-Effective Amendment also constitutes
Post-Effective Amendment No. 4 to Registration Statement No. 33-98594, which
became effective on November 28, 1995.
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
<TABLE>
<S> <C>
1.1 - Form of Underwriting Agreement.*
1.2 - Form of Underwriting Agreement.**
3.1 - Restated Certificate of Incorporation of Lehman ABS Corporation.***
3.2 - Form of By-Laws of Lehman ABS Corporation.`D'
4.1 - Form of Pooling and Servicing Agreement.*
4.2 - Form of Pooling Agreement.`DD'
4.3 - Form of Trust Agreement.**
4.4 - Form of Master Pooling and Servicing Agreement.**
4.5 - Form of Sale Agreement.**
4.6 - Form of Indenture.**
4.7 - Form of Trust Agreement.`DD'`DD'`DD'
5.1 - Opinion of Brown & Wood as to legality.`DD'`DD'`DD'`DD'
8.1 - Opinion of Brown & Wood as to tax matters.`DD'`DD'`DD'`DD'
10.1 - Form of Mortgage Loan Purchase Agreement.`DD'`DD'`DD'
23.1 - Consent of Brown & Wood (included as part of Exhibits 5.1 and 8.1).`DD'`DD'`DD'`DD'
23.3 - Consent of Ernst & Young.******
23.4 - Consent of Coopers & Lybrand.*****
23.5 - Consent of KPMG Peat Marwick.`DD'`DD'
23.6 - Consent of Coopers & Lybrand.*******
24.1 - Power of Attorney of Directors and Officers of Company.`DD'`DD'`DD'`DD'`DD'
25.1 - Form T-1 Statement of Eligibility and Qualification under, and Application to
Determine Eligibility of a Trustee Pursuant to Section
305(b)(2) of, the Trust Indenture Act of 1939 of The Bank of
New York (separately bound).`DD'`DD'
25.2 - Form T-1 Statement of Eligibility and Qualification under, and
Application to Determine Eligibility of a Trustee Pursuant to
Section 305(b)(2) of, the Trust Indenture Act of 1939 of
The First National Bank of Chicago (separately bound).`DD'`DD'`DD'`DD'`DD'
25.3 - Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of
The Bank of New York.
99.1 - Financial statements of Financial Security Assurance Inc. as of December 31, 1994,
1993 and 1992 (audited) and as of March 31, 1995 (unaudited).*****
99.2 - Form of Certificate Insurance Policy.*****
99.3 - Financial statements of Capital Markets Assurance Corporation as of December 31,
1994 and 1993 and the six-month period ended December 31, 1992 (audited) and as
of March 31, 1995 (unaudited).`DD'`DD'
99.4 - Form of Surety Bond issued by Capital Markets Assurance Corporation.`DD'`DD'
99.5 - Financial statements of Financial Guaranty Insurance Company as of December 31,
1994 and 1993 (audited) and as of June 30, 1995 (unaudited).******
99.6 - Form of Certificate Insurance Policy.******
99.7 - Financial statements of Municipal Bond Investors Assurance Corporation as of
December 31, 1994 and 1993 (audited) and as of September 30, 1995
(unaudited).*******
99.8 - Form of Certificate Insurance Policy. *******
</TABLE>
<PAGE>
<PAGE>
- --------------
* Previously filed in Post-Effective Amendment No. 1 to
Registration Statement on Form S-3 (Reg. No. 33-67542),
filed with the Commission by the Registrant on August 17,
1993.
** Previously filed in Pre-Effective Amendment No. 1 to
Registration Statement on Form S-3 (Reg. No. 33-69720),
filed with the Commission by the Registrant on November
16, 1993.
*** Incorporated by reference to Post-Effective Amendment No.
1 to Registration Statement on Form S-3 (Reg. No.
33-67542), filed with the Commission by the Registrant on
August 17, 1993.
`D' Incorporated by reference to Post-Effective Amendment No.
1 to Registration Statement on Form S-3 (Reg. No.
33-20084), filed with the Commission by the Registrant on
January 13, 1993.
`DD' Previously filed in Post-Effective Amendment No. 5 to
Registration Statement on Form S-3 (Reg. No. 33-67542),
filed with the Commission by the Registrant on February
28, 1994.
**** Previously filed in Post-Effective Amendment No. 2 to
Registration Statement on Form S-3 (Reg. No. 33- 90642),
filed with the Commission by the Registrant on July 17,
1995.
`DD'`DD' Previously filed in Post-Effective Amendment No. 3 to
Registration Statement on Form S-3 (Reg. No. 33-98594),
filed with the Commission by the Registrant on November
16, 1995.
`DD'`DD'`DD' Previously filed in Registration Statement on Form S-3
(Reg. No. 33-85946) and Post-Effective Amendment No. 6 to
Registration Statement on Form S-3 (Reg No. 33-78396),
filed with the Commission by the Registrant on November 3,
1994.
`DD'`DD'`DD'`DD' Previously filed in Registration Statement on Form S-3
(Reg. No. 33-87188), filed with the Commission on December
7, 1994.
`DD'`DD'`DD'`DD'`DD' Previously filed in Registration Statement on Form S-3
(Reg. No. 33-90642), filed with the Commission on March
27, 1995.
***** Previously filed in Post-Effective Amendment No. 3 to
Registration Statement on Form S-3 (Reg. No. 33- 90642),
filed with the Commission by the Registrant on July 24,
1995.
****** Previously filed in Post-Effective Amendment No. 1 to
Registration Statement on Form S-3 (Reg. No. 33- 98594),
filed with the Commission by the Registrant on November 9,
1995.
******* Previously filed in Post-Effective Amendment No. 2 to
Registration Statement on Form S-3 (Reg. No. 33- 98594),
filed with the Commission by the Registrant on November
14, 1995.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this amendment to
its Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on the
9th day of January, 1996.
LEHMAN ABS CORPORATION
By /s/Michael J. O'Hanlon
----------------------------------------------
Michael J. O'Hanlon
Chairman of the Board and
Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended, this
amendment to its Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/Michael J. O'Hanlon Chairman of the Board January 9, 1996
- ---------------------- Director and
Michael J. O'Hanlon Assistant Secretary
*Theodore P. Janulis President (Principal January 9, 1996
- ---------------------- Executive Officer)
Theodore P. Janulis
*Robert Matza Chief Financial Officer January 9, 1996
- ---------------------- and Assistant Treasurer
Robert Matza (Principal Financial
Officer)
*Stephen J. Bier Controller (Principal January 9, 1996
- ---------------------- Accounting Officer)
Stephen J. Bier
*James J. Sullivan Director January 9, 1996
- ----------------------
James J. Sullivan
*/s/Brian R. Zipp Director January 9, 1996
- ----------------------
Brian R. Zipp
*/s/Martin P. Harding
- ---------------------
Martin P. Harding
Attorney-in-fact
STATEMENT OF DIFFERENCES
------------------------
The dagger symbol shall be expressed as `D'
The double dagger symbol shall be expressed as `DD'
<PAGE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description Page No.
<S> <C> <C>
1.1 - Form of Underwriting Agreement.*
1.2 - Form of Underwriting Agreement.**
3.1 - Restated Certificate of Incorporation of Lehman ABS Corporation.***
3.2 - Form of By-Laws of Lehman ABS Corporation.`D'
4.1 - Form of Pooling and Servicing Agreement.*
4.2 - Form of Pooling Agreement.`DD'
4.3 - Form of Trust Agreement.**
4.4 - Form of Master Pooling and Servicing Agreement.**
4.5 - Form of Sale Agreement.**
4.6 - Form of Indenture.**
4.7 - Form of Trust Agreement.`DD'`DD'`DD'
5.1 - Opinion of Brown & Wood as to legality.`DD'`DD'`DD'`DD'
8.1 - Opinion of Brown & Wood as to tax matters.`DD'`DD'`DD'`DD'
10.1 - Form of Mortgage Loan Purchase Agreement.`DD'`DD'`DD'
23.1 - Consent of Brown & Wood (included as part of Exhibits 5.1 and 8.1).`DD'`DD'`DD'`DD'
23.3 - Consent of Ernst & Young.******
23.4 - Consent of Coopers & Lybrand.*****
23.5 - Consent of KPMG Peat Marwick.`DD'`DD'
23.6 - Consent of Coopers & Lybrand.*******
24.1 - Power of Attorney of Directors and Officers of Company.`DD'`DD'`DD'`DD'`DD'
25.1 - Form T-1 Statement of Eligibility and Qualification under, and Application to Determine
Eligibility of a Trustee Pursuant to Section 305(b)(2) of, the Trust Indenture Act of 1939
of The Bank of New York (separately bound)`DD'`DD'
25.2 - Form T-1 Statement of Eligibility and Qualification under, and Application to Determine
Eligibility of a Trustee Pursuant to Section 305(b)(2) of, the Trust Indenture Act of 1939
of The First National Bank of Chicago (separately bound)`DD'`DD'`DD'`DD'`DD'
25.3 - Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939
of The Bank of New York
99.1 - Financial statements of Financial Security Assurance Inc. as of December 31, 1994, 1993
and 1992 (audited) and as of March 31, 1995 (unaudited).*****
99.2 - Form of Certificate Insurance Policy.*****
99.3 - Financial statements of Capital Markets Assurance Corporation as of December 31, 1994
and 1993 and the six-month period ended December 31, 1992 (audited) and as of March
31, 1995 (unaudited)`DD'`DD'
99.4 - Form of Surety Bond issued by Capital Markets Assurance Corporation.`DD'`DD'
99.5 - Financial statements of Financial Guaranty Insurance Company as of December 31, 1994
and 1993 (audited) and as of June 30, 1995 (unaudited).******
99.6 - Form of Certificate Insurance Policy.******
99.7 - Financial statements of Municipal Bond Investors Assurance Corporation as of
December 31,1994 and 1993 (audited) and as of September 30, 1995
(unaudited).*******
99.8 - Form of Certificate Insurance Policy.*******
</TABLE>
<PAGE>
<PAGE>
- --------------
* Previously filed in Post-Effective Amendment No. 1 to
Registration Statement on Form S-3 (Reg. No. 33-67542),
filed with the Commission by the Registrant on August 17,
1993.
** Previously filed in Pre-Effective Amendment No. 1 to
Registration Statement on Form S-3 (Reg. No. 33-69720),
filed with the Commission by the Registrant on November
16, 1993.
*** Incorporated by reference to Post-Effective Amendment No.
1 to Registration Statement on Form S-3 (Reg. No.
33-67542), filed with the Commission by the Registrant on
August 17, 1993.
`D' Incorporated by reference to Post-Effective Amendment No.
1 to Registration Statement on Form S-3 (Reg. No. 33-
20084), filed with the Commission by the Registrant on
January 13, 1993.
`DD' Previously filed in Post-Effective Amendment No. 5 to
Registration Statement on Form S-3 (Reg. No. 33-67542),
filed with the Commission by the Registrant on February
28, 1994.
**** Previously filed in Post-Effective Amendment No. 2 to
Registration Statement on Form S-3 (Reg. No. 33- 90642),
filed with the Commission by the Registrant on July 17,
1995.
`DD'`DD' Previously filed in Post-Effective Amendment No. 3 to
Registration Statement on Form S-3 (Reg. No. 33-98594),
filed with the Commission by the Registrant on November
16, 1995.
`DD'`DD'`DD' Previously filed in Registration Statement on Form S-3
(Reg. No. 33-85946) and Post-Effective Amendment No. 6 to
Registration Statement on Form S-3 (Reg No. 33-78396),
filed with the Commission by the Registrant on November 3,
1994.
`DD'`DD'`DD'`DD' Previously filed in Registration Statement on Form S-3
(Reg. No. 33-87188), filed with the Commission on December
7, 1994.
`DD'`DD'`DD'`DD'`DD' Previously filed in Registration Statement on Form S-3
(Reg. No. 33-90642), filed with the Commission on March
27, 1995.
***** Previously filed in Post-Effective Amendment No. 3 to
Registration Statement on Form S-3 (Reg. No. 33-90642),
filed with the Commission by the Registrant on July 24,
1995.
****** Previously filed in Post-Effective Amendment No. 1 to
Registration Statement on Form S-3 (Reg. No. 33-98594),
filed with the Commission by the Registrant on November 9,
1995.
******* Previously filed in Post-Effective Amendment No. 2 to
Registration Statement on Form S-3 (Reg. No. 33-98594),
filed with the Commission by the Registrant on November
14, 1995.
<PAGE>
<PAGE>
THIS CONFORMING PAPER FORMAT DOCUMENT IS BEING SUBMITTED
PURSUANT TO RULE 901(d) OF REGULATION S-T
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [ ]
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
----------------------
SHORT-TERM CARD ACCOUNT TRUST 1995-1,
for which LEHMAN ABS CORPORATION is the Depositor
(Exact name of obligor as specified in its charter)
Delaware 13-3447441
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Three World Financial Center
New York, New York 10285-1600
(Address of principal executive offices) (Zip code)
----------------------
Floating Rate Asset Backed Notes, Class A1
(Title of the indenture securities)
================================================================================
<PAGE>
<PAGE>
1. General information. Furnish the following information as to the
Trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
----------------------------------------------------------------------------
Name Address
----------------------------------------------------------------------------
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y.
12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None. (See Note on page 3.)
16. List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission,
are incorporated herein by reference as an exhibit hereto, pursuant to
Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and Rule 24
of the Commission's Rules of Practice.
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit
1 to Form T-1 filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
T-1 filed with Registration Statement No. 33-31019.)
-2-
<PAGE>
<PAGE>
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No.
33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or
examining authority.
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the Trustee
of all facts on which to base a responsive answer to Item 2, the answer to said
Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an amendment
to this Form T-1.
- 3 -
<PAGE>
<PAGE>
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 4th day of January, 1996.
THE BANK OF NEW YORK
By: /S/ WALTER N. GITLIN
---------------------------
Name: WALTER N. GITLIN
Title: VICE PRESIDENT
-4-
<PAGE>
<PAGE>
Exhibit 7
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business
September 30, 1995, published in accordance with a call made by the
Federal Reserve Bank of this District pursuant to the provisions of
the Federal Reserve Act.
Dollar Amounts
ASSETS in Thousands
Cash and balances due from depos-
itory institutions:
Noninterest-bearing balances and
currency and coin .................. $ 1,736,715
Interest-bearing balances .......... 891,776
Securities:
Held-to-maturity securities ........ 1,326,964
Available-for-sale securities ...... 1,690,688
Federal funds sold in domestic
offices of the bank ................ 3,304,789
Loans and lease financing
receivables:
Loans and leases, net of unearned
income .................27,623,140
LESS: Allowance for loan and
lease losses ..............528,419
Loans and leases, net of unearned
income and allowance 27,094,721
Assets held in trading accounts ...... 1,002,518
Premises and fixed assets (including
capitalized leases) ................ 609,515
Other real estate owned .............. 72,559
Investments in unconsolidated
subsidiaries and associated
companies .......................... 211,296
Customers' liability to this bank on
acceptances outstanding ............ 894,050
Intangible assets .................... 103,081
Other assets ......................... 1,193,026
-----------
Total assets ......................... $40,131,698
===========
LIABILITIES
Deposits:
In domestic offices ................ $18,120,409
Noninterest-bearing .......6,529,790
Interest-bearing .........11,590,619
In foreign offices, Edge and
Agreement subsidiaries, and IBFs ... 10,327,057
Noninterest-bearing ..........58,060
Interest-bearing .........10,268,997
Federal funds purchased and secu-
rities sold under agreements to re-
purchase in domestic offices of
the bank and of its Edge and
Agreement subsidiaries, and in
IBFs:
Federal funds purchased ............ 2,479,694
Securities sold under agreements
to repurchase .................... 27,450
Demand notes issued to the U.S.
Treasury ........................... 197,998
Trading liabilities .................. 631,973
Other borrowed money:
With original maturity of one year
or less .......................... 1,339,183
With original maturity of more than
one year ......................... 120,863
Bank's liability on acceptances exe-
cuted and outstanding .............. 899,417
Subordinated notes and debentures .... 1,053,860
Other liabilities .................... 1,554,647
-----------
Total liabilities .................... 36,752,551
-----------
EQUITY CAPITAL
Common stock ........................ 942,284
Surplus ............................. 525,666
Undivided profits and capital
reserves .......................... 1,911,248
Net unrealized holding gains
(losses) on available-for-sale
securities ........................ 4,994
Cumulative foreign currency transla-
tion adjustments .................. ( 5,045)
-----------
Total equity capital ................ 3,379,147
-----------
Total liabilities and equity
capital ........................... $40,131,698
===========
I, Robert E. Keilman, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has
been prepared in conformance with the instructions issued by the Board
of Governors of the Federal Reserve System and is true to the best of
my knowledge and belief.
Robert E. Keilman
We, the undersigned directors, attest to the correctness of this
Report of Condition and declare that it has been examined by us and to
the best of our knowledge and belief has been prepared in conformance
with the instructions issued by the Board of Governors of the Federal
Reserve System and is true and correct.
J. Carter Bacot
Thomas A. Renyi Directors
Alan R. Griffith
<PAGE>
