LEHMAN ABS CORP
8-K, 1996-02-16
ASSET-BACKED SECURITIES
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                      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)  February 15, 1996


     LEHMAN  ABS  CORPORATION,  (as  depositor  under  the  Pooling  and
     Servicing Agreement, dated  as of  December 29,  1995, which  forms
     Lehman Home Equity  Loan Trust 1996-1, which will  issue the Lehman
     Home  Equity Loan Trust  1996-1, Revolving Home  Equity Loan Asset-
     Backed Certificates, Series 1996-1).


                           LEHMAN ABS CORPORATION                   
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     (Exact name of registrant as specified in its charter)


         Delaware                33-99494        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  
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(Address of Principal                             (Zip Code)
 Executive Offices)


Registrant's telephone number, including area code (212) 526-7000
                                                   ----- --------
                                                                 
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Item 5.  Other Events.
- ----     ------------

Incorporation of Certain Documents by Reference
- -----------------------------------------------

     Pursuant to  Rule 411 of Regulation C under  the Securities Act of 1933,
Lehman ABS  Corporation (the  "Registrant") will  incorporate by reference  a
form of the  Financial Guaranty Insurance Policy (the  "Policy") of Financial
Security Assurance  Inc. relating  to Lehman Home  Equity Loan  Trust 1996-1,
into the Registrant's  registration statement (File No. 33-99494).   The form
of the Policy is attached hereto as Exhibit 1.


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Item 7.   Financial Statements, Pro Forma Financial
- ----      -----------------------------------------
          Information and Exhibits.
          ------------------------

(a)  Not applicable.

(b)  Not applicable.

(c)  Exhibit:

     1.   Form of the Policy.


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                                  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

                                    


Dated:  February 14,  1996

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                                Exhibit Index
                               -------------

Exhibit                                           Page
- -------                                           ----

1.   Form of Policy


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                                  EXHIBIT 1
                                 ---------

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     FINANCIAL                                             FINANCIAL GUARANTY
     SECURITY                                                INSURANCE POLICY
     ASSURANCE(Service Mark)


TRUST: As described in Endorsement No. 1              Policy No.:            
CERTIFICATES:                                          Date of Issuance:     



     FINANCIAL   SECURITY   ASSURANCE   INC.   ("Financial  Security"),   for
consideration received, hereby UNCONDITIONALLY AND  IRREVOCABLY GUARANTEES to
the Trustee for the benefit of each Holder, subject only to the terms of this
Policy  (which  includes  each endorsement  hereto),  the  full and  complete
payment of Guaranteed  Distributions with respect to the  Certificates of the
Trust referred to above.

     For   the  further  protection   of  each  Holder,   Financial  Security
irrevocably and  unconditionally  guarantees payment  of  the amount  of  any
distribution of principal  or interest with respect to  the Certificates made
during the Term of this Policy to such Holder that is subsequently avoided in
whole or in part as a preference payment under applicable law.

     Payment of any amount required to be paid under this Policy will be made
following receipt by Financial Security of notice as described in Endorsement
No. 1 hereto.

     Financial Security  shall be subrogated to the  rights of each Holder to
receive distributions with respect to each Certificate held by such Holder to
the extent of any payment by Financial Security hereunder.

     Except to the extent expressly modified by Endorsement No. 1 hereto, the
following terms  shall have the  meanings specified for all  purposes of this
Policy.  "Holder" means the registered owner of any Certificate as  indicated
on the registration books maintained by or on behalf of  the Trustee for such
purpose or,  if  the  Certificate  is  in bearer  form,  the  holder  of  the
Certificate.  "Trustee", "Guaranteed Distributions" and "Term of this Policy"
shall have the meanings set forth in Endorsement No. 1 hereto.

     This Policy  sets forth in  full the undertaking of  Financial Security,
and shall not  be modified,  altered or  affected by any  other agreement  or
instrument, including any  modification or amendment thereto.   Except to the
extent  expressly modified  by an  endorsement hereto,  the premiums  paid in
respect of  this Policy are  nonrefundable for any  reason whatsoever.   This
Policy may not be cancelled  or revoked during the Term  of this Policy.   An
acceleration  payment  shall  not  be  due  under  this  Policy  unless  such
acceleration is at the sole option of Financial Security.  THIS POLICY IS NOT
COVERED BY THE PROPERTY/CASUALTY INSURANCE SECURITY FUND SPECIFIED IN ARTICLE
76 OF THE NEW YORK INSURANCE LAW.


                                      6
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                                      1


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     In witness whereof,  FINANCIAL SECURITY ASSURANCE  INC. has caused  this
Policy to be executed on its behalf by its Authorized Officer.

                                             FINANCIAL   SECURITY   ASSURANCE
INC.



                                             By                            
                                               ----------------------------
                          
- --------------------------
                                                         Authorized Officer

A subsidiary of Financial Security Assurance Holdings Ltd.
350 Park Avenue, New York, N.Y. 10022-6022                     (212) 826-0100

Form 101NY (5/89)
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