LEHMAN ABS CORP
8-K, 1998-03-13
ASSET-BACKED SECURITIES
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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


                                 August 31, 1997
                        ---------------------------------
                                 Date of Report
                        (Date of Earliest Event Reported)


Lehman ABS Corporation (as depositor under the Standard Terms for Trust
Agreements, dated as of February 28, 1996, as supplemented by a Series
Supplement, dated as of April 24, 1997, which together formed the Corporate
Bond-Backed Certificates Trust, Series 1997-USW-1, which issued Corporate Bond
Backed Certificates, Series 1997-USW-1)


                             LEHMAN ABS CORPORATION
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)



          Delaware                       1-11661                  13-3447441
- ----------------------------        ----------------         -------------------
(State or Other Jurisdiction        (Commission File          (I.R.S. Employer
     of Incorporation)                   Number)             Identification No.)



      Three World Financial Center                         
            200 Vesey Street                               
           New York, New York                                       10285   
- ----------------------------------------                          ----------   
(Address of Principal Executive Offices)                          (Zip Code) 
                              
                                                         
                                 (212) 526-5594
                         -------------------------------
                         (Registrant's Telephone Number,
                              Including Area Code)

                                 Not Applicable
          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


<PAGE>







Item 5. OTHER EVENTS

On August 31, 1997 and February 28, 1998, distributions were made to the Holders
of the Corporate Bond Backed Certificates, Series 1997-USW-1 (the "Certificate
Holders"). Specific information with respect to the distributions is filed as
Exhibits 99.1 and 99.2 hereto.

No other reportable transactions or matters have occurred during the current
reporting period.


Item 7. FINANCIAL STATEMENTS AND EXHIBITS

(c) The following exhibits are filed as part of this report:

    99.1  Trustee's Distribution Statement to the Certificate Holders for the
          six-month period ending August 31, 1997.

    99.2  Trustee's Distribution Statement to the Certificate Holders for the
          six-month period ending February 28, 1998.


                                     - 2 -


<PAGE>

                                    SIGNATURE

   Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date: March 9, 1998



                                                        THE BANK OF NEW YORK
                                                         AS TRUSTEE, FOR
                                                         CORPORATE BOND-BACKED
                                                         CERTIFICATES TRUST,
                                                         SERIES 1997-USW-1
 


                                                         By: /s/ ENRICO D. REYES
                                                             -------------------
                                                             ENRICO D. REYES
                                                             VICE PRESIDENT


                                     - 3 -

<PAGE>


                      EXHIBIT INDEX


Exhibit Number        Description
- --------------        -----------

99.1                  Trustee's Distribution Statement to the Certificate
                      Holders for the six-month period ending August 31, 1997.

99.2                  Trustee's Distribution Statement to the Certificate
                      Holders for the six-month period ending February 28, 1998.


                                     - 4 -






                                                                    Exhibit 99.1

                        TRUSTEE'S DISTRIBUTION STATEMENT

  THE                               TO THE HOLDERS OF:
BANK OF                     The Bank of New York, as Trustee under the
  NEW                               LEHMAN RACERS INC CORP BND BACKED 97-USW-1
 YORK                               Class A1 Princ. Amount: 99,833,532
                            Cusip No. 21987 H AC 9

in accordance with the Standard Terms and Conditions of Trust, The Bank of New
York, as Trustee, submits the following cash basis statement for the period
August 31, 1997.

INTEREST ACCOUNT
Balance as of July 31, 1997....................................           $0.00
        Schedule Income received on securities.................   $5,217,187.50
        Unscheduled Income received on securities..............           $0.00
        Schedule Interest received from Swap Counterparty......           $0.00
        Unscheduled Interest received from Swap Counterparty...           $0.00
LESS:
        Distribution to Beneficial Holders...... -$4,088,183.00
        Distribution to Swap Counterparty.......          $0.00
        Trustee Fees............................     -$1,200.00  -$4,089,383.00
Balance as of August 31, 1997..................................   $1,127,804.50
PRINCIPAL ACCOUNT
Balance as of July 31, 1997....................................           $0.00
        Scheduled Principal payment received on securities.....           $0.00
LESS:
        Distribution to Beneficial Holders......  $1,127,804.00
Balance as of August 31, 1997..................................           $0.50

                UNDERLYING SECURITIES HELD AS OF August 31, 1997
Principal
Amount                                      Title of Security
- ---------                                   -----------------
125,000,000                                 US West Capital Funding Inc
                                            912912AK8


                                     - 5 -




                                                                    Exhibit 99.2

                        TRUSTEE'S DISTRIBUTION STATEMENT

  THE                             TO THE HOLDERS OF:
BANK OF                   The Bank of New York, as Trustee under the
  NEW                             LEHMAN RACERS INC CORP BND BACKED 97-USW-1
 YORK                             REFERENCE NO.

in accordance with the Standard Terms and Conditions of Trust, The Bank of New
York, as Trustee, submits the following cash basis statement for the calendar
month ending February 28, 1998.

INTEREST ACCOUNT
Balance as of August 31, 1997...................................          $0.50
        Schedule Income received on securities..................  $4,496,440.50
        Unscheduled Income received on securities...............          $0.00
        Schedule Interest received from Swap Counterparty.......          $0.00
        Unscheduled Interest received from Swap Counterparty....          $0.00
LESS:
        Distribution to Beneficial Holders....... -$3,483,602.74
        Distribution to Swap Counterparty........          $0.00
        Trustee Fees.............................     -$2,036.10 -$3,485,638.86
Balance as of February 28, 1998.................................  $1,010,802.14
PRINCIPAL ACCOUNT
Balance as of August 31, 1997...................................          $0.00
        Scheduled Principal payment received on securities......          $0.00
LESS:
        Distribution to Beneficial Holders....... -$1,010,801.64
Balance as of February 28, 1998.................................          $0.50

               UNDERLYING SECURITIES HELD AS OF February 28, 1998
Principal
Amount                                      Title of Security
- ---------                                   -----------------
113,118,000                                 US West Capital Funding Inc
                                            912912AK8

                                     - 6 -




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