- Annual Report (10-K)
March 31 2010 - 4:24PM
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,
200
9
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
|
|
13-3447441
|
(State or other
jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
1271
Avenue of the Americas, New York,
New York
|
|
10020
|
(Address of
principal executive offices)
|
|
(Zip Code)
|
Registrants
telephone number, including area code:
(
646
)
285-9000
Securities registered
pursuant to Section 12(b) of the Act:
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Title of Each Class
|
|
Name of Each Exchange on Which
Registered
|
|
|
Corporate Backed
Trust Certificates, Goldman Sachs Group Note-Backed Series 2003-12
|
|
New York Stock
Exchange (NYSE)
|
|
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 (§ 232.405 of this
chapter) during the preceding 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
|
|
Accelerated
Filer
o
|
|
|
|
Non-Accelerated
Filer
x
|
|
Smaller
reporting company
o
|
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.
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, 200
9
through and including December 31, 200
9
have been filed with the Securities and
Exchange Commission and are hereby incorporated by reference. Filing dates are listed below:
Trust Description
|
|
Distribution Date
|
|
Filed on
|
Corporate Backed Trust
Certificates, Goldman Sachs Group Note-Backed Series 2003-12 Trust
|
|
02/17/2009
08/17/2009
|
|
07/21/2009
09/01/2009
|
2.
None.
3.
Exhibits:
31.1 Certification by
Executive
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.
|
Lehman ABS Corporation,
as Depositor for the
|
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Trust (the
Registrant)
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Dated:
|
March 31
,
20
10
|
By:
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/s/ William
J.
Fox
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Name:
|
William
J.
Fox
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Title:
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Chief Financial Officer
and
|
|
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Executive Vice
President
|
|
|
|
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5
EXHIBIT INDEX
Reference
Number per
Item 601 of
Regulation SK
|
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Description of Exhibits
|
|
Exhibit Number
in this Form 10-K
|
(31.1)
|
|
Certification by
Executive
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.
|
|
31.1
|
(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.
|
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31.2
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(31.3)
|
|
Report of Aston Bell,
CPA.
|
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31.3
|
6
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