LEHMAN ABS CORP
8-K, 2000-05-26
ASSET-BACKED SECURITIES
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<PAGE>


                       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

                                  May 17, 2000
                Date of report (Date of earliest event reported)


Lehman ABS Corporation is the depositor under the Standard Terms for Trust
Agreements, dated as of February 25, 1996, as supplemented by a Series
Supplement, dated as of February 25, 1998, which together formed the Corporate
Bond-Backed Certificates, Series 1998-NSC-1 Trust.


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



            Delaware                333-32105-01              13-3447441
(State or Other Jurisdiction      (Commission File         (I.R.S. Employer
     of Incorporation)                 Number)            Identification No.)

Three World Financial Center                                      10285

200 Vesey Street                                                 (Zip Code)
New York, New York
(Address of Principal Executive Offices)

                                 (212) 526-5594
                         (Registrant's Telephone Number,
                              Including Area Code)

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

                                     - 1 -
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Item 5.  OTHER EVENTS

On May 15, 1998, November 16, 1998, May 17, 1999, November 15, 1999 and May 17,
2000 distributions were made to the Holders of the Corporate Bond Backed
Certificates, Series 1998-NSC-1 (the "Certificate Holders"). Specific
information with respect to the distributions are filed as Exhibits 99.1 through
99.5 hereto.

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


Item 7.  FINANCIAL STATEMENTS AND EXHIBITS

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

99.1     Trustee's Distribution Statement to the Certificate Holders for the
         six-month period ending May 15, 1998.
99.2     Trustee's Distribution Statement to the Certificate Holders for the
         six-month period ending November 16, 1998.
99.3     Trustee's Distribution Statement to the Certificate Holders for the
         six-month period ending May 17, 1999.
99.4     Trustee's Distribution Statement to the Certificate Holders for the
         six-month period ending November 15, 1999.
99.5     Trustee's Distribution Statement to the Certificate Holders for the
         six-month period ending May 17, 2000.

                                     - 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: May 26, 2000



                                            THE BANK OF NEW YORK
                                            AS TRUSTEE, FOR
                                            CORPORATE BOND-BACKED
                                            CERTIFICATES, SERIES
                                            1998-NSC-1 TRUST


                                            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 May 15, 1998.
99.2               Trustee's Distribution Statement to the Certificate
                   Holders for the six-month period ending November 16, 1998.
99.3               Trustee's Distribution Statement to the Certificate Holders
                   for the six-month period ending May 17, 1999.
99.4               Trustee's Distribution Statement to the Certificate Holders
                   for the six-month  period ending November 15, 1999.
99.5               Trustee's  Distribution Statement to the Certificate Holders
                   for the six-month period ending May 17, 2000.

                                     - 4 -

<PAGE>
                        TRUSTEE'S DISTRIBUTION STATEMENT

                        TO THE HOLDERS OF:             98-NSC-1
                        The Bank of New York, as Trustee under the
                        Lehman Bros. Lehman Corporate Bond Backed Certificates
                        Class A2
                        CUSIP NUMBER:                  219-87H-AN5

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
ending :                                                          May 15, 1998

INTEREST ACCOUNT
Balance as of              February 25, 1998                                 0
      Schedule Income received on securities..................          987500
      Unscheduled Income received on securities...............               0
      Schedule Interest received from Swap Counterparty.......               0
      Unscheduled Interest received from Swap Counterparty....               0
      Interest Received on sale of Securties................                 0
LESS:
      Distribution to Beneficial Holders.............          710587
      Distribution to Swap Counterparty..............               0
      Trustee Fees...................................            2250
      Fees allocated for third party expenses....                 750
Balance as of              December 16, 1998         Subtotal           273913


PRINCIPAL ACCOUNT
Balance as of              February 27, 1998                                 0
      Scheduled Principal payment received on securities......               0
      Principal received on sale of securities.........                      0
LESS:
      Distribution to Beneficial Holders...............         273913
      Distribution to Swap Counterparty...................           0
Balance as of              December 16, 1998         Subtotal                0
                                                     Balance            273913
                   UNDERLYING SECURITIES HELD AS OF: December 16, 1998
Principal              Title of Security
Amount                 NORFOLK SOUTHERN CORPORATION
          25000000     CUSIP# : 655-844-AK4



<PAGE>



                        TRUSTEE'S DISTRIBUTION STATEMENT

                        TO THE HOLDERS OF:             98-NSC-1
                        The Bank of New York, as Trustee under the
                        Lehman Bros. Lehman Corporate Bond Backed Certificates
                        Class A2
                        CUSIP NUMBER:                  219-87H-AN5

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
ending :                                                     November 16, 1998

INTEREST ACCOUNT
Balance as of                   May 15, 1998                                 0
      Schedule Income received on securities..................          987500
      Unscheduled Income received on securities...............               0
      Schedule Interest received from Swap Counterparty.......               0
      Unscheduled Interest received from Swap Counterparty....               0
      Interest Received on sale of Securties...............                  0
LESS:
      Distribution to Beneficial Holders.............          701684
      Distribution to Swap Counterparty..............               0
      Trustee Fees...................................            2250
      Fees allocated for third party expenses.....                750
Balance as of              December 16, 1998         Subtotal           282816


PRINCIPAL ACCOUNT
Balance as of              February 27, 1998                                 0
      Scheduled Principal payment received on securities......               0
      Principal received on sale of securities...........                    0
LESS:
      Distribution to Beneficial Holders.............          282816
      Distribution to Swap Counterparty..............               0
Balance as of              December 16, 1998         Subtotal           282816
                                                     Balance                 0
                 UNDERLYING SECURITIES HELD AS OF:  December 16, 1998

Principal                           Title of Security
Amount                              NORFOLK SOUTHERN CORPORATION
          25000000                  CUSIP# : 655-844-AK4


<PAGE>

                        TRUSTEE'S DISTRIBUTION STATEMENT

                        TO THE HOLDERS OF:                     98-NSC-1
                        The Bank of New York, as Trustee under the
                        Lehman Bros. Lehman Corporate Bond Backed Certificates
                        Class A2
                              CUSIP NUMBER: 219-87H-AN5

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
ending May 17,1999

INTEREST ACCOUNT
Balance as of November 16,1998                                                0
      Schedule Income received on securities..................           987500
      Unscheduled Income received on securities...............                0
      Schedule Interest received from Swap Counterparty.......                0
      Unscheduled Interest received from Swap Counterparty....                0
      Interest Received on sale of Securties...............                   0
LESS:
      Distribution to Beneficial Holders...............         692493
      Distribution to Swap Counterparty................              0
      Trustee Fees.....................................           2250
      Fees allocated for third party expenses.......               750
Balance as of      May 17,1999                       Subtotal            292007


PRINCIPAL ACCOUNT
Balance as of November 16,1998                                                0
      Scheduled Principal payment received on securities......                0
      Principal received on sale of securities...........                     0
LESS:
      Distribution to Beneficial Holders.............            292007
      Distribution to Swap Counterparty..................             0
Balance as of      May 17,1999                       Subtotal            292007
                                                     Balance                  0
                           UNDERLYING SECURITIES HELD AS OF May 17,1999

Principal                                      Title of Security
Amount                                    NORFOLK SOUTHERN CORPORATION
     25,000,000                           CUSIP# : 655-844-AK4

<PAGE>


                        TRUSTEE'S DISTRIBUTION STATEMENT

                        TO THE HOLDERS OF:             98-NSC-1
                        The Bank of New York, as Trustee under the
                        Lehman Bros. Lehman Corporate Bond Backed Certificates
                        Class A2
                        CUSIP NUMBER:                  219-87H-AN5

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
ending :                                                     November 15, 1999

INTEREST ACCOUNT
Balance as of                   May 17, 1999                                  0
      Schedule Income received on securities..................           987500
      Unscheduled Income received on securities...............                0
      Schedule Interest received from Swap Counterparty.......                0
      Unscheduled Interest received from Swap Counterparty....                0
      Interest Received on sale of Securties...............                   0
LESS:
      Distribution to Beneficial Holders.............          683003
      Distribution to Swap Counterparty..............               0
      Trustee Fees...................................            2250
      Fees allocated for third party expenses......               750
Balance as of              November 15, 1999       Subtotal              301497


PRINCIPAL ACCOUNT
Balance as of                   May 17, 1999                                  0
      Scheduled Principal payment received on securities......                0
      Principal received on sale of securities..........                      0
LESS:
      Distribution to Beneficial Holders..................      301497
      Distribution to Swap Counterparty......................        0
Balance as of              November 15, 1999       Subtotal              301497
                                                   Balance                    0
                 UNDERLYING SECURITIES HELD AS OF:   November 15, 1999

Principal                                    Title of Security
Amount                                       NORFOLK SOUTHERN CORPORATION
          25000000                           CUSIP# : 655-844-AK4

<PAGE>


                        TRUSTEE'S DISTRIBUTION STATEMENT

                        TO THE HOLDERS OF:             98-NSC-1
                        The Bank of New York, as Trustee under the
                        Lehman Bros. Lehman Corporate Bond Backed Certificates
                        Class A2
                        CUSIP NUMBER:                  219-87H-AN5

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
ending :                                                           May 17, 2000

INTEREST ACCOUNT
Balance as of              November 15, 1999                                  0
      Schedule Income received on securities..................           987500
      Unscheduled Income received on securities...............                0
      Schedule Interest received from Swap Counterparty.......                0
      Unscheduled Interest received from Swap Counterparty....                0
      Interest Received on sale of Securties.............                     0
LESS:
      Distribution to Beneficial Holders.............           673204
      Distribution to Swap Counterparty..............                0
      Trustee Fees...................................             2250
      Fees allocated for third party expenses......                750
Balance as of                   May 17, 2000       Subtotal              311296


PRINCIPAL ACCOUNT
Balance as of              November 15, 1999                                  0
      Scheduled Principal payment received on securities......                0
      Principal received on sale of securities............                    0
LESS:
      Distribution to Beneficial Holders....................    311296
      Distribution to Swap Counterparty.......................       0
Balance as of                   May 17, 2000       Subtotal              311296
                                                   Balance                    0
               UNDERLYING SECURITIES HELD AS OF:     November 15, 1999

Principal                            Title of Security
Amount                               NORFOLK SOUTHERN CORPORATION
          25000000                   CUSIP# : 655-844-AK4




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