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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): December 17, 1997
LEHMAN ABS CORPORATION, (as depositor under the Pooling and
Servicing Agreement, dated as of December 1, 1997, which forms
Ocwen Mortgage Loan Trust 1997-OFS3, which will issue Class A
Certificates).
LEHMAN ABS CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 333-39649 13-3447441
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(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.
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Filing of Derived Materials.<F1>
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In connection with the offering of the Mortgage Loan Asset Backed
Certificates, Series 1997-OFS3 (the "Certificates") Lehman Brothers Inc., as
underwriter of the Certificates (the "Underwriter"), has prepared certain
materials (the "Derived Materials") for distribution to its potential
investors. Although the Registrant provided the Underwriter with certain
information regarding the characteristics of the assets in the related
portfolio, it did not participate in the preparation of the Derived
Materials. Concurrently with the filing hereof, pursuant to Rule 202 of
Regulation 202, the Registrant is filing certain computational materials by
paper filing on Form SE in reliance on a continuing hardship exemption.
For purposes of this Form 8-K, Derived Materials shall mean computer
generated tables and/or charts displaying, with respect to the Notes, any of
the following: yield; average life, duration; expected maturity; loss
sensitivity; cash flow characteristics; background information regarding the
assets; the proposed structure; decrement tables; or similar information
(tabular or otherwise) of a statistical, mathematical, tabular or
computational nature, as well as certain matters relating to the collateral
for such transaction.
Pursuant to Rule 424(b) under the Securities Act of 1933, concurrently
with, or subsequent to, the filing of this Current Report on Form 8-K ("the
Form 8-K"), Lehman ABS Corporation (the "Company") is filing a prospectus and
prospectus supplement with the Securities and Exchange Commission in relation
to its Ocwen Mortgage Loan Trust 1997-OFS3.
Incorporation of Certain Documents by Reference
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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-
39694). The financial statements will be referred to in the prospectus
supplement relating to Ocwen Mortgage Loan Trust 1997-OFS3. 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 23.1.
<F1>
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Capitalized terms used and not otherwise defined herein shall have
the meanings assigned to them in the Prospectus Supplement of Lehman ABS
Corporation, relating to its Ocwen Mortgage Loan Trust 1997-OFS3, Class A
Certificate.
</F>
Item 7. Financial Statements, Pro Forma Financial
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Information and Exhibits.
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(a) Not applicable.
0000000000
(b) Not applicable.
(c) Exhibits:
23.1 The Consent of Independent Auditors of the Certificate Insurer
to the Ocwen Mortgage Loan Trust 1997-OFS3.
99.1 Derived Materials
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/ Samir A. Tabet
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Name: Samir A. Tabet
Title: Senior Vice President
Dated: December 17, 1997
Exhibit Index
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Exhibit Page
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23.1 The Consent of Coopers . . . . . . . . . . . . . . . . . . . . . . . 6
99.1 Derived Materials . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Exhibit 23.1
EXHIBIT 23.1: CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus Supplement of
Lehman ABS Corporation relating to the Ocwen Mortgage Loan Asset Backed
Certificates, Series 1997-OFS3 of our report dated January 24, 1997 on our
audits of the consolidated financial statements of Financial Security
Assurance Inc. and Subsidiaries as of December 31, 1996 and 1995, and for
each of the three years in the period ended December 31, 1996. We also
consent to the reference to our firm under the caption "Experts".
/s/ Coopers & Lybrand L.L.P.
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Coopers & Lybrand L.L.P.
New York, New York
December 16, 1997
Exhibit 99.1
In accordance with Rule 202 of Regulation S-T, the Computational
Materials are being filed on paper pursuant to Form SE pursuant to a
continuing hardship exemption.
