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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): June 22, 1998
LEHMAN ABS CORPORATION, (as depositor under the Pooling and
Servicing Agreement, dated as of June 1, 1998, which forms Lehman
Home Equity Loan Trust 1998-3, 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 1998-3 (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. Pursuant to Rule 311 of Regulation S-T, the Registrant is filing
certain computational materials by paper filed on Form SE on June 11, 1998.
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 Lehman Home Equity Loan Trust 1998-3.
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 Lehman Home Equity Loan Trust 1998-3. 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.
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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 1998-3,
Class A Certificate.
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 Lehman Home Equity Loan Trust 1998-3.
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: June 22, 1998
Exhibit Index
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Exhibit Page
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23.1 The Consent of Coopers . . . . . . . . . . . . . . . . . . . . . . . 6
Exhibit 23.1
EXHIBIT 23.1: CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus Supplement
(dated June 19, 1998) of Home Loan and Investment Bank, F.S.B. relating to
the Lehman Home Equity Loan Trust 1998-3 of our report dated January 26,
1998, on our audits of the consolidated financial statements of Financial
Security Assurance Inc. and Subsidiaries as of December 31, 1997 and 1996,
and for each of the three years in the period ended December 31, 1997. We
also consent to the reference to our Firm under the caption "Experts".
/s/Coopers & Lybrand L.L.P.
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New York, New York
June 17, 1998
