- Annual Report (10-K)
July 22 2009 - 3:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2008
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or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the transition period from
to
Commission File Number: 001-31366
filed on behalf of:
Corporate Backed Trust Certificates, Motorola
Debenture-Backed Series 2002-12 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, Motorola Debenture-Backed Series 2002-12
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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
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Accelerated
Filer
o
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Non-Accelerated
Filer
x
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Smaller
reporting company
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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, Motorola Debenture-Backed Series 2002-12 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 June 18, 2002 in respect of
the Trust, as supplemented by a Supplement to the Series Supplement, dated as
of June 21, 2002. The Trusts assets
consist solely of debentures issued by Motorola, 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.
Motorola, Inc., the issuer of the underlying securities, is
subject to the information reporting requirements of the Securities Exchange
Act of 1934, as amended, (the Exchange Act).
For information on the issuer of the underlying securities, please see
its periodic and current reports filed with the Securities and Exchange
Commission (the Commission) under Motorola, Inc.s Exchange Act file number,
001-07221. 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 issuer of the underlying securities 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 issuer of the underlying securities 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.
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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.
The Issuer has filed the distribution report to
security holders for the period ending October 1, 2008 on Form 8-K,
dated July 21, 2009.
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
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(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, Motorola
Debenture-Backed Series 2002-12 Trust
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04/01/2008
10/01/2008
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04/08/2008
07/21/2009
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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.
The
trust covered by this Annual Report was formed prior to June 30, 2003 and
there is no requirement in the trust agreement for the preparation of a report
by an independent public accountant regarding the Trustees compliance with its
obligations.
(b)
See Item 15(a) above.
(c)
Not Applicable.
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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
22, 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
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Senior Vice President
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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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