UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment no. 1
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
(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, 2011
OR
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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
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Commission file number 001-32387
Corporate Asset Backed Corporation,
on behalf of CABCO Series 2004-102 Trust (SBC Communications Inc.)
(Exact name of registrant as specified in its charter)
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Delaware
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22-3281571
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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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68 South Service Road, Suite 120, Melville, New York
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11747
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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: (631) 587-4700
Securities registered pursuant to Section 12(b) of the Act:
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Title of class
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Name of each Exchange on which registered
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$32,500,000 CABCO Series 2004-102
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New York Stock Exchange
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Trust (SBC Communications Inc.)
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Collared Floating Rate Callable Certificates
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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
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No
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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
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No
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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
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No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K 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/A or any amendment to this Form
10-K/A.
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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.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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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
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No
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State the aggregate market value of voting and non-voting common stock held by non-affiliates of the registrant: All the common stock of Corporate Asset Backed Corporation, the depositor of the trust, is
held by UBS Americas Inc., its parent.
Indicate the number of shares outstanding of each of the registrants classes of common stock, as
of the latest practicable date: As of March 23, 2012, 100 shares of common stock of Corporate Asset Backed Corporation, the depositor of the trust, par value $1.00 per share, were outstanding.
EXPLANATORY NOTEAMENDMENT
Corporate Asset Backed Corporation (the Depositor), on behalf of CABCO Series 2004-102 Trust (SBC Communications Inc.), is filing this Amendment No. 1 to the Annual Report on Form 10-K
for the fiscal year ended December 31, 2011, originally filed on March 26, 2012 (the Form 10-K) to amend the certification pursuant to Rule 13a-14 of the Securities Exchange Act of 1934 (the Certification) discussed
in Part IV, Item 15 (b)(1) and filed herewith as Exhibit 31.1. The sole purpose of this amendment is to clarify that paragraph two of the Certification applies to the information in this Form 10-K/A and all reports on Form 8-K containing
distribution or servicing reports filed by the Depositor on behalf of CABCO Series 2004-102 Trust (SBC Communications Inc.) in respect of the periods included in the year covered by this report.
Other than the amendment to the Certification discussed above, this Form 10-K/A does not update or amend any other information or any exhibits as
originally filed on the Form 10-K and does not otherwise reflect events occurring after the original filing date of the Form 10-K. Accordingly, this Form 10-K/A should be read in conjunction with the Form 10-K and with other filings made by the
Depositor, on behalf of CABCO Series 2004-102 Trust (SBC Communications Inc.) with the Securities and Exchange Commission subsequent to the filing of this report.
INTRODUCTORY NOTE
The Registrant is a trust (the Trust) created by the Trust
Agreement, dated as of December 15, 2004, between Corporate Asset Backed Corporation, as the depositor (the Depositor), and U.S. Bank Trust National Association, as trustee (the Trustee), providing for the issuance of
$32,500,000 aggregate certificate principal balance of Collared Floating Rate Callable Certificates relating to the 6.450% Global Notes due June 15, 2034 issued by SBC Communications Inc. (the SBC Securities). The Certificates do
not represent obligations of or interests in the Depositor or the Trustee. The Certificates represent beneficial interests in the Trust. The Trusts assets consist primarily of $32,500,000 principal amount of the SBC Securities, all payments on
or collections in respect of the SBC Securities due on and after December 15, 2004, and the rights of the Trust under the Swap Agreement, dated as of December 15, 2004, between the Trust and UBS AG, as the swap counterparty. SBC
Communications Inc., the issuer of the SBC Securities, is subject to the informational requirements of the Securities Exchange Act of 1934, and in accordance with those requirements files periodic and current reports and other information (including
financial information) with the Securities and Exchange Commission (SEC) (File No. 001-08610). You may read and copy any reports, statements and other information filed by SBC Communications Inc. with the SEC (a) over the
Internet at the SEC website at http://www.sec.gov containing reports, proxy statements and other information regarding registrants that file electronically with the SEC and (b) at the SECs public reference room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You can also request copies of these documents upon payment of a copying fee, by writing to the SECs public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at (800) SEC-0330
for further information on SBC Communications Inc. and please refer to these periodic and current reports filed with the SEC.
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 Certificates issued by CABCO Series 2004-102 Trust (SBC Communications Inc.) represent investors interests in the Trust and are
represented by one or more physical certificates registered in the name of Cede & Co., the nominee of The Depository Trust Company.
The Certificates are listed on the New York Stock Exchange.
Item 6. Selected Financial
Data.
Not Applicable.
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.
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 9B. Other Information.
None.
Part III
Item 10. Directors and Executive Officers of the Registrant.
Not Applicable.
Item 11. Executive Compensation.
Not Applicable.
Item 12. Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
None.
Item 13. Certain Relationships and Related Transactions.
None.
Item 14. Principal Accounting Fees and Services
Not Applicable.
Part IV
Item 15. Exhibits and Financial Statement Schedules.
(b)
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(1) Certification pursuant to Rule 13a-14 of the Securities Exchange Act of 1934 is filed herewith as Exhibit 31.1.
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(2) The Trustees statement of compliance with respect to the Trust Agreement is incorporated herein as Exhibit 99.1.
(3) Report of Aston Bell, CPA is incorporated herein as Exhibit 99.2.
(4) The Current Reports on Form 8-K filed by Corporate Asset Backed Corporation during the Fiscal Year on behalf of CABCO Series 2004-102
Trust (SBC Communications Inc.) that included distribution reports to the respective Certificate holders, are incorporated herein as Exhibits 99.3, 99.4, 99.5 and 99.6.
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 on this July 13, 2012.
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CORPORATE ASSET BACKED CORPORATION
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as Depositor of the
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CABCO Series 2004-102 Trust (SBC Communications Inc.)
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By:
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/s/ George Baldwin
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Name:
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George Baldwin
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Title:
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Vice President
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EXHIBIT INDEX
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Exhibit No.
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Description of Document
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31.1
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Rule 13a-14 Certification.
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99.1*
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Trustee Statement of Compliance with respect to CABCO Series 2004-102 Trust (SBC Communications Inc.), filed on March 26, 2012.
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99.2*
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Report of Aston Bell, Certified Public Accountant, filed on March 26, 2012.
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99.3 - 99.6*
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Current Reports on Form 8-K filed by Corporate Asset Backed Corporation during the Fiscal Year on behalf of CABCO Series 2004-102 Trust (SBC Communications Inc.) that included
distribution reports to the Certificate holders: Form 8-K Reports filed on March 17, 2011, June 16, 2011, September 20, 2011 and December 19, 2011.
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*
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Previously filed with the Securities and Exchange Commission.
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