- Annual Report (10-K)
24 July 2009 - 7:08AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
x
ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2008
or
o
TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission File Number: 001-31772
filed on behalf of:
Corporate Backed Trust
Certificates, Goldman Sachs Group Note-Backed Series 2003-12 Trust
(Exact Name of Registrant
as Specified in Its Charter)
by:
Lehman ABS Corporation
(Exact Name of Depositor
as Specified in Its Charter)
Delaware
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13-3447441
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(
State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1271
Avenue of the Americas, New York,
New York
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10020
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(Address of principal
executive offices)
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(Zip Code)
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Registrants telephone number, including area
code:
(212)
526-7000
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange on Which
Registered
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Corporate Backed Trust
Certificates, Goldman Sachs Group Note-Backed Series 2003-12
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New York Stock Exchange
(NYSE)
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Securities
registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if
the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act. Yes
o
No
x
Indicate by check mark if
the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of
the Act. Yes
o
No
x
Indicate by check mark whether the registrant: (1) has
filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes
x
No
o
Indicate by check mark whether the registrant has
submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T (§ 229.405 of this chapter) during the preceeding 12 months
(or for such shorter period that the registrant was required to submit and post
such files). Yes
o
No
o
Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is
not contained herein, and will not be contained, to the best of registrants
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
x
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and
large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):
Large
Accelerated Filer
o
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Accelerated
Filer
o
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Non-Accelerated
Filer
x
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Smaller
reporting company
o
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Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). Yes
o
No
x
State
the aggregate market value of the voting and non-voting common equity held by
nonaffiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrants most recently completed second fiscal
quarter.
The registrant has no voting stock or class of common
stock that is held by nonaffiliates.
DOCUMENTS INCORPORATED BY REFERENCE
The
distribution reports to security holders filed on Form 8-K during the
fiscal year in lieu of reports on Form 10-Q which include the reports
filed on Form 8-K listed in Item 15(a) hereto are incorporated by
reference into part IV of this Annual Report.
Introductory Note
Lehman ABS Corporation (the Depositor) is the Depositor in respect of
the Corporate Backed Trust Certificates, Goldman Sachs Group Note-Backed Series 2003-12
Trust (the Trust), a common law trust formed pursuant to the Standard Terms
for Trust Agreements, dated as of January 16, 2001,
between
the Depositor and U.S. Bank Trust National Association, as trustee (the Trustee),
as supplemented by a Series Supplement (the Series Supplement)
dated as of August 7, 2003
in respect of
the Trust. The Trusts assets consist
solely of notes issued by The Goldman Sachs Group, Inc. The
Certificates do not represent obligations of or interests in the Depositor or
the Trustee.
The Registrant is a wholly-owned, indirect subsidiary of Lehman
Brothers Holdings Inc. (LBHI), which filed a voluntary petition (the Petition)
for relief under Chapter 11 of the United States Code in the United States
Bankruptcy Court for the Southern District of New York on September 15,
2008 in a jointly administered proceeding named In re Lehman Brothers Holdings
Inc., et. al. under Case Number 08-13555. LBHI and its wholly-owned
broker-dealer, Lehman Brothers Inc., have sold since September 15, 2008
significant businesses, including the sale on September 21, 2008 of the
investment banking business to Barclays Capital Inc., which business included
the employees who historically conducted the Registrants business. As a result
of the foregoing, the Registrant discontinued its securitization business and
the individuals previously involved in such securitization business are no
longer employed by the Registrants affiliates.
Accordingly, the Registrant was unable to timely file its Annual Report
on Form 10-K for the fiscal year ended on December 31, 2008, and
filed a Form 12b-25 on April 2, 2009 in connection therewith.
The Goldman Sachs Group, Inc.,
the underlying securities issuer,
is subject to the information reporting
requirements of the Securities Exchange Act of 1934, as amended (the Exchange
Act). For information on the underlying securities issuer, please see its
periodic and current reports filed with the Securities and Exchange Commission
(the Commission) under The Goldman Sachs Group, Inc.s Exchange Act file
number, 001-14965. The
Commission maintains a site on the World Wide Web at http://www.sec.gov at
which users can view and download copies of reports, proxy and information
statements and other information
regarding issuers filed electronically through the Electronic Data
Gathering, Analysis and Retrieval system, or EDGAR. Periodic and current reports and other
information required to be filed pursuant to the Exchange Act by the underlying
securities issuer may be accessed on this site.
Neither the Depositor nor the Trustee has participated in the
preparation of such reporting documents, or made any due diligence
investigation with respect to the information provided therein. Neither the Depositor nor the Trustee has
verified the accuracy or completeness of such documents or reports. There can be no assurance that events
affecting the underlying securities issuer or
the underlying securities have not occurred or have not yet been publicly
disclosed which would affect the accuracy or completeness of the publicly
available documents described above.
2
PART I
Item 1. Business.
Not Applicable
Item 1A. Risk Factors.
Not Applicable
Item 1B. Unresolved Staff
Comments.
Not Applicable
Item 2. Properties
.
Not Applicable
Item 3. Legal
Proceedings.
None
Item 4.
Submission of Matters to a Vote of Security Holders.
None
PART II
Item 5. Market
for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities.
The publicly offered Certificates representing
investors interest in the Trust are represented by one or more physical
Certificates registered in the name of Cede &
Co., the nominee of The Depository Trust Company. Those publicly offered Certificates are
listed on the NYSE.
Item 6.
Selected Financial Data.
Not Applicable
Item 7.
Managements Discussion and Analysis of
Financial Condition and Results of Operation.
Not Applicable
Item 7A.
Quantitative
and Qualitative Disclosures About Market Risk.
Not Applicable
Item 8. Financial Statements and Supplementary Data.
Not Applicable
Item 9. Changes in and Disagreements With Accountants
on Accounting and Financial Disclosure.
None
Item 9A.
Controls and Procedures.
Not Applicable
Item 9A(T).
Controls and Procedures.
Not Applicable
Item 9B. Other
Information.
None
3
PART III
Item 10.
Directors, Executive Officers and Corporate Governance.
Not Applicable
Item 11.
Executive Compensation.
Not Applicable
Item 12.
Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
Not Applicable
Item 13.
Certain Relationships and Related Transactions, and Director
Independence.
None
Item 14.
Principal Accountant Fees and Services.
Not Applicable
PART IV
Item 15.
Exhibits, Financial Statement Schedules.
(a)
The following documents have been filed
as part of this report.
1.
Trustees Distribution Statements
documented on Form 8-K regarding the distributions from the Trust to the
certificateholders for the period from January 1, 2008 through and
including December 31, 2008 have been filed with the Securities and
Exchange Commission and are hereby incorporated by reference. Filing dates are listed below:
Trust Description
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Distribution Date
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Filed on
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Corporate Backed Trust Certificates, Goldman Sachs
Group Note-Backed Series 2003-12 Trust
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02/15/2008
08/15/2008
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02/27/2008
08/25/2008
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2.
None.
3.
Exhibits:
31.1
Certification by Senior Vice President of the Registrant pursuant to 15 U.S.C. Section 7241,
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Annual
Compliance Report by Trustee pursuant to 15 U.S.C. Section 7241, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.3 Report of
Aston Bell, CPA.
(b)
See Item 15(a) above.
(c)
Not Applicable.
4
SIGNATURES
Pursuant to the
requirements of Section 13 or 15(d) 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.
In preparing this report the Registrant has relied on Distribution
Statements provided to it by the Trustee.
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Lehman ABS Corporation, as Depositor for the
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Trust (the Registrant)
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Dated: July 23,
2009
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By:
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/s/ William Fox
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Name:
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William Fox
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Title:
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Chief Financial Officer, Controller and
Senior Vice President
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5
EXHIBIT INDEX
Reference
Number per
Item 601 of
Regulation SK
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Description of Exhibits
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Exhibit Number
in this Form 10-K
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(31.1)
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Certification by Senior Vice President of the
Registrant pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
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31.1
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(31.2)
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Annual Compliance Report by Trustee pursuant to 15
U.S.C. Section 7241, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
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31.2
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(31.3)
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Report of Aston Bell, CPA.
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31.3
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6
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