- Annual Report (10-K)
March 31 2010 - 3:32PM
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: 001-32176
filed on
behalf of:
Corporate
Backed Trust Certificates, Goldman Sachs Capital I Securities-Backed Series 2004-7
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:
Title of
Each Class
|
|
Name of
Each Exchange on Which Registered
|
|
|
|
Corporate Backed
Trust Certificates, Goldman Sachs Capital I Securities-Backed Series 2004-7
|
|
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 Capital I Securities-Backed Series 2004-7
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 April 30, 2004, in respect of the Trust. The Trusts assets consist solely of capital
securities issued by Goldman Sachs Capital I (the Underlying Securities Issuer). 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 issuer of the
junior subordinated debentures, the sole assets held by 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 Goldman Sachs Group, Inc., 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 issuer of
the junior subordinated debentures 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, the issuer of the junior subordinated debentures 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 or
Date of Report
|
|
Filed on
|
|
Corporate
Backed Trust Certificates, Goldman Sachs Capital I Securities-Backed
Series 2004-7 Trust
|
|
02/17/2009
|
|
07/21/2009
|
|
|
08/17/2009
|
|
10/01/2009
|
|
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
|
|
Trust (the
Registrant)
|
|
|
|
|
|
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Dated:
March 31
, 20
10
|
By:
|
/s/ William
J.
Fox
|
|
Name:
|
William
J.
Fox
|
|
Title:
|
Chief Financial Officer
and
|
|
|
Executive Vice
President
|
5
EXHIBIT INDEX
Reference
Number per
Item 601 of
Regulation SK
|
|
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.
|
|
31.2
|
(31.3)
|
|
Report of Aston Bell,
CPA.
|
|
31.3
|
6
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