LEHMAN ABS CORP
8-K, 1997-04-21
ASSET-BACKED SECURITIES
Previous: NOEL GROUP INC, DEF 14A, 1997-04-21
Next: RANDERS GROUP INC, DEF 14A, 1997-04-21








                                                                 
- -----------------------------------------------------------------


                      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):  April 16, 1997


     LEHMAN  ABS  CORPORATION,  (as  depositor  under  the  Pooling  and
     Servicing Agreement, dated as of  April 1, 1997, which forms Lehman
     Home Equity  Loan Trust  1997-1, which will  issue the  Home Equity
     Loan Trust  1997-1,  Home Equity  Loan  Asset-Backed  Certificates,
     Series 1997-1).


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

         Delaware               333-14293        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.
- ----     ------------

Filing of Derived Materials.
- ---------------------------

     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 Home Equity Loan Asset-Backed Certificates, Series 1997-1.

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 1997-1.  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.

- -----------------
*    Capitalized terms used  and not otherwise defined herein  shall have the
meanings  assigned to them in the Prospectus and the Prospectus Supplement of
Lehman ABS Corporation, relating to its Lehman Home Equity Loan Trust 1997-1,
Home Equity Loan Asset-Backed Certificates, Series 1997-1.



                                  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:  April 17, 1997


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

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

23.  The Consent of Coopers & Lybrand L.L.P.  . . . . . 5




               EXHIBIT 23:  CONSENT OF INDEPENDENT ACCOUNTANTS

                                     COOPERS & LYBRAND
COOPERS
& LYBRAND
                                     A PROFESSIONAL SERVICES FIRM






                      CONSENT OF INDEPENDENT ACCOUNTANTS

                              -------------------



We consent  to the  incorporation by reference  in the  Prospectus Supplement
dated April  16, 1997  (to Prospectus  dated March  18, 1997)  of Lehman  ABS
Corporation,  relating to Lehman Home Equity Loan  Trust 1997-1 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.

                                   COOPERS & LYBRAND L.L.P.



New York, New York
April 17, 1997



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission