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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 3, 1997
LEHMAN ABS CORPORATION, (as depositor under the Pooling and
Servicing Agreement, dated as of December 1, 1997, which forms
Lehman Home Equity Loan Trust 1997-2, which will issue Class A-1
Fixed Rate Asset Backed Certificates and Class A-2 Variable Rate
Certificates).
LEHMAN ABS CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 333-14293 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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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 Lehman Home Equity Loan Trust 1997-2.
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), Lehman ABS Corporation (the "Registrant") will incorporate
by reference the financial statements of Ambac Assurance Corporation, and its
subsidiaries as of December 31, 1996 and 1995, and for the three-year period
ended December 31, 1996, included in the Current Report on Form 8-K of Ambac
Financial Group (formerly AMBAC Inc.) (which was filed with the Securities
and Exchange Commission on March 12, 1997) and the consolidated financial
statements of Ambac Assurance Corporation and its subsidiaries as of
September 30, 1997, and for the periods ended September 30, 1997 and
September 30, 1996, included in the quarterly report on Form 10-Q of Ambac
Financial Group for the period ended September 30, 1997 (which was filed with
the Securities and Exchange Commission on November 14, 1997) into (i) this
Current Report on Form 8-K; (ii) the Registrant's registration statement
(File No. 333-14293); and (iii) the prospectus supplement relating to Lehman
Home Equity Loan Trust 1997-2.
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. The Consent of Independent Auditors of the Certificate Insurer
to the Lehman Home Equity Loan Trust 1997-2.
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* 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 1997-2,
Class A-1 Fixed Rate Certificates and Class A-2 Variable Rate
Certificates.
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 2, 1997
Exhibit Index
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Exhibit Page
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23. The Consent of KPMG Peat Marwick LLP. . . . . . . 6
(CONSENT RECEIVED FOR SEPTEMBER 1997 TRANSACTION)
EXHIBIT 23: INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Ambac Assurance Corporation:
We consent to the incorporation by reference in the registration statement
(No. 333-14293 of Lehman ABS Corporation (the "Registrant") and in the
Prospectus Supplement of the Registrant (the "Prospectus Supplement"),
included in the Form 8-K of the Registrant dated December 2, 1997, of our
report dated January 30, 1997 on the consolidated financial statements of
Ambac Assurance Corporation (formerly Ambac Indemnity Corporation) as of
December 31, 1996 and 1995, and for each of the years in the three-year
period ended December 31, 1996, which report appears in the Form 8-K of Ambac
Financial Group, Inc., (formerly AMBAC Inc.) dated March 12, 1997 and to the
reference to our firm under the heading "Experts" in the Prospectus
Supplement.
/s/ KPMG Peat Marwick LLP
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KPMG Peat Marwick LLP
New York, New York
December 2, 1997
