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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 22, 1997
LEHMAN ABS CORPORATION, (as depositor under the Pooling and
Servicing Agreement, dated as of December 1, 1997, which forms
United PanAm Mortgage Loan Trust 1997-1, 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.
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In connection with the offering of the Mortgage Loan Asset Backed
Certificates, Series 1997-1 (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 United PanAm Mortgage Loan Trust 1997-1.
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 United PanAm Mortgage 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 23.1.
[FN]
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 United PanAm Mortgage Loan Trust
1997-1, Class A Certificate.</FN>
Item 7. Financial Statements, Pro Forma Financial
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Information and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
23.1 The Consent of Independent Auditors of the Certificate Insurer
to the United PanAm Mortgage Loan Trust 1997-1.
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 22, 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
dated December 22, 1997 of Lehman ABS Corporation relating to the United
Panam Mortgage Loan Asset Backed Certificates, Series 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.
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Coopers & Lybrand L.L.P.
New York, New York
December 23, 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.
Riders to DTC Letter of Representations
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Rider 1.
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The term "Securities" as used herein means the United PanAm Mortgage
Loan Asset Backed Certificates, Series 1997-1 (for the purposes herein, also
referred to as the "Certificates"). Capitalized terms used and not otherwise
defined herein shall have the meaning ascribed to them in the pooling and
servicing agreement dated as of December 1, 1997 (referred to herein as the
"Pooling Agreement" or the "Document"), among Lehman ABS Corporation, as
depositor, United PanAm Mortgage Corporation, as seller, Pan American Bank,
FSB, as master servicer and Bankers Trust Company of California, N.A., as
trustee (the "Trustee"). All references herein to "Indenture" shall be read
as "Pooling Agreement."
Rider 2.
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18. DTC will take any action permitted to be taken by a Certificateholder
under the Agreement only at the direction of one or more Participants to
whose account with DTC the Certificates are credited. DTC will take
such actions with respect to a principal amount of the Certificates.
DTC may take conflicting actions with respect to other principal amounts
of Certificates to the extent that such actions are taken on behalf of
Participants whose holdings include those principal amounts of the
Certificates.
19. This agreement may not be modified without written consent of all
parties hereto.
20. The Depositor, pursuant to the Pooling Agreement, has appointed the
Trustee as its agent to serve as Certificate Registrar.
21. In the event that (a) DTC or the Depositor advises the Trustee in
writing that DTC is no longer willing, qualified or able to discharge
properly its responsibilities as nominee and depository with respect to
the Certificates and the Trustee or the Depositor is unable to locate a
qualified successor, (b) the Depositor, at its sole option, advises the
Trustee in writing that it elects to terminate the book-entry system
with respect to the Certificates through DTC or a successor thereto or
(c) after the occurrence of an Event of Default, the beneficial owners
of Certificates representing not less than 51% of the aggregate
Percentage Interests evidenced by each Class of Certificates, advises
the Trustee and DTC through Depository Participants that the
continuation of a book-entry system with respect to such Certificates
through DTC (or a successor thereto) is no longer in the best interests
of the beneficial owners of such Certificates, then, upon notice from
the Trustee, DTC shall notify all Depository Participants of the
occurrence of any such event and of the availability through DTC of
certificates representing the Certificates ("Definitive Certificates").
22. Nothing herein shall be deemed to require the Trustee to advance funds
on behalf of the Depositor.
SCHEDULE A
United PanAm Mortgage Loan Asset Backed Certificates, Series 1997-1
<TABLE>
<CAPTION>
Class CUSIP Principal Amount Maturity Date Coupon
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<S> <C> <C> <C> <C>
A 525170 BA3 $114,425,000 12/27/2027 variable
</TABLE>
