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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended Commission file number
December 31, 1995 33-98594
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LEHMAN ABS CORPORATION
(as depositor under the Pooling and Servicing Agreement dated as
of April 1, 1995, providing for the issuance of the
Lehman FHA Title I Loan Trust 1995-3, FHA Title I
Loan Asset-Backed Certificates, Series 1995-3)
LEHMAN ABS CORPORATION
(Exact name of Registrant as specified in its Charter)
Delaware 13-3447441
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Three World Financial Center
200 Vesey Street
New York, New York 10022
(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 298-2000
Securities registered pursuant to Section 12(b) of the Act: Not Applicable.
Securities registered pursuant to Section 12(g) of the Act: Not Applicable.
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 _
-
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 Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of the Form 10-K or any
amendment to this Form 10-K. ( ).
Aggregate market value of voting stock held by non-affiliates of the
Registrant as of December 31, 1995: Not Applicable.
Number of shares of common stock outstanding as of December 31, 1995: Not
Applicable.
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DOCUMENTS INCORPORATED BY REFERENCE
Documents in Part II and Part IV incorporated herein by reference are as
follows:
Monthly Report to Certificateholders as to distributions made on April
25, 1995 hereby incorporated herein by reference as exhibits to
Registrant's Current Report on Form 8-K filed with the Securities and
Exchange Commission.
Monthly Report to Certificateholders as to distributions made on May 25,
1995 hereby incorporated herein by reference as exhibits to Registrant's
Current Report on Form 8-K filed with the Securities and Exchange
Commission.
Monthly Report to Certificateholders as to distributions made on June
25, 1995 hereby incorporated herein by reference as exhibits to
Registrant's Current Report on Form 8-K filed with the Securities and
Exchange Commission.
Monthly Report to Certificateholders as to distributions made on July
25, 1995 hereby incorporated herein by reference as exhibits to
Registrant's Current Report on Form 8-K filed with the Securities and
Exchange Commission.
Monthly Report to Certificateholders as to distributions made on August
25, 1995 hereby incorporated herein by reference as exhibits to
Registrant's Current Report on Form 8-K filed with the Securities and
Exchange Commission.
Monthly Report to Certificateholders as to distributions made on
September 25, 1995 hereby incorporated herein by reference as exhibits
to Registrant's Current Report on Form 8-K filed with the Securities and
Exchange Commission.
Monthly Report to Certificateholders as to distributions made on October
25, 1995 hereby incorporated herein by reference as exhibits to
Registrant's Current Report on Form 8-K filed with the Securities and
Exchange Commission.
Monthly Report to Certificateholders as to distributions made on
November 25, 1995 hereby incorporated herein by reference as exhibits to
Registrant's Current Report on Form 8-K filed with the Securities and
Exchange Commission.
Monthly Report to Certificateholders as to distributions made on
December 25, 1995 hereby incorporated herein by reference as exhibits to
Registrant's Current Report on Form 8-K filed with the Securities and
Exchange Commission.
PART I
Item 1. Business.
The trust fund relating to Lehman FHA Title I Loan Trust 1995-3, Asset-
Backed Certificates, Series 1995-3 ("Series 1995-3") was established pursuant
to a Pooling and Servicing Agreement dated as of April 1, 1995 among Lehman
ABS Corporation, as depositor (the "Depositor"), The First National Bank of
Keystone, as
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seller (the "Seller"), Lomas Mortgage USA, Inc., as master servicer and
claims administrator (the "Master Servicer" and "Claims Administrator"),
Coast Partners Acceptance Corporation, as contract of insurance holder (the
"Contract of Insurance Holder") and First Bank National Association, as
trustee (the "Trustee").
With respect to the Series listed herein, Series 1995-3 issued Lehman
FHA Title I Loan Trust 1995-3, FHA Title I Loan Asset-Backed Certificates
(the "Certificates"). The Certificates represent beneficial ownership
interests in a trust fund (the "Trust"). The Trust consists primarily of a
pool of (i) closed-end fixed-rate home improvement loans and retail
installment sale contracts (the "Mortgage Loans"), secured by first and
junior mortgages, deeds of trust and security deeds on residences (which are
primarily condominiums, townhouses and one- to four-family residences),
including investment properties and (ii) fixed-rate manufactured housing
installment sale contracts and installment loan agreements (the "Manufactured
Housing Contracts" and together with the Mortgage Loans, the "Loans"),
secured by either security interests in manufactured homes purchased with the
proceeds of such Manufactured Housing Contracts (each a "Manufactured Home")
or liens on the real estate to which the related Manufactured Homes are
deemed permanently affixed. The Loans are partially insured by the Federal
Housing Administration (the "FHA") of the United States Department of Housing
and Urban Development under Title I of the National Housing Act of 1934 (the
"Title I Program"). Certificateholders receive Monthly Reports regarding
distributions.
Information with respect to the business of the Trust would not be
meaningful because the only "business" of the Trust is the collection on the
Mortgage Loans and distribution of payments on the Certificates to
Certificateholders. This information is accurately summarized in the Monthly
Reports to Certificateholders, which are filed on Form 8-K. There is no
additional relevant information to report in response to Item 101 of
Regulation S-K.
Item 2. Properties.
The Issuer owns no property. The Series 1995-3 Certificates, in the
aggregate, represent the beneficial ownership in a trust fund consisting
primarily of the Loans. The Trust will acquire title to real estate only
upon default of the mortgagors under a Loan. Therefore, this item is
inapplicable.
Item 3. Legal Proceedings.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of Certificateholders during the
fiscal year covered by this report.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters.
The Series 1995-3 Certificates represent, in the aggregate, the
beneficial ownership in the Trust consisting primarily of the Loans. The
Certificates are owned by Certificateholders as Trust beneficiaries.
Strictly speaking, Registrant has no "common equity," but for purposes of
this Item only, Registrant's FHA Title I Loan Asset-Backed Certificates are
treated as "common equity."
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(a) Market Information. There is no established public trading market for
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Registrant's Certificates. Registrant believes the Certificates are traded
primarily in intra-dealer markets and non-centralized inter-dealer markets.
(b) Holders. The number of registered holders of all classes of
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Certificates on December 31, 1995 was 1.
(c) Dividends. Not applicable. The information regarding dividends
---------
required by Sub-paragraph (c) of Item 201 of Regulation S-K is inapplicable
because the Trust does not pay dividends. However, information as to
distribution to Certificateholders is provided in the Monthly Reports to
Certificateholders for each month of the fiscal year in which a distribution
to Certificateholders was made.
Item 6. Selected Financial Data.
Not Applicable. Because of the limited activities of the Trust, the
Selected Financial Data required by Item 301 of Regulation S-K does not add
relevant information to that which is provided by the Monthly Reports to
Certificateholders.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Not Applicable. The information required by Item 303 of Regulation S-K
is inapplicable because the Trust does not have management per se, but rather
the Trust has a Trustee who causes the preparation of the Monthly Reports to
Certificateholders. The information provided by the Monthly Reports to
Certificateholders does provide the relevant financial information regarding
the financial status of the Trust.
Item 8. Financial Statemetns and Supplementary Data.
Monthly Report to Certificateholders as to distributions made on April
25, 1995 hereby incorporated herein by reference as exhibits to Registrant's
Current Report on Form 8-K filed with the Securities and Exchange Commission.
Monthly Report to Certificateholders as to distributions made on May 25,
1995 hereby incorporated herein by reference as exhibits to Registrant's
Current Report on Form 8-K filed with the Securities and Exchange Commission.
Monthly Report to Certificateholders as to distributions made on June
25, 1995 hereby incorporated herein by reference as exhibits to Registrant's
Current Report on Form 8-K filed with the Securities and Exchange Commission.
Monthly Report to Certificateholders as to distributions made on July
25, 1995 hereby incorporated herein by reference as exhibits to Registrant's
Current Report on Form 8-K filed with the Securities and Exchange Commission.
Monthly Report to Certificateholders as to distributions made on August
25, 1995 hereby incorporated herein by reference as exhibits to Registrant's
Current Report on Form 8-K filed with the Securities and Exchange Commission.
Monthly Report to Certificateholders as to distributions made on
September 25, 1995 hereby incorporated herein by reference as exhibits to
Registrant's Current Report on Form 8-K filed with the Securities and
Exchange Commission.
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Monthly Report to Certificateholders as to distributions made on October
25, 1995 hereby incorporated herein by reference as exhibits to Registrant's
Current Report on Form 8-K filed with the Securities and Exchange Commission.
Monthly Report to Certificateholders as to distributions made on
November 25, 1995 hereby incorporated herein by reference as exhibits to
Registrant's Current Report on Form 8-K filed with the Securities and
Exchange Commission.
Monthly Report to Certificateholders as to distributions made on
December 25, 1995 hereby incorporated herein by reference as exhibits to
Registrant's Current Report on Form 8-K filed with the Securities and
Exchange Commission.
Annual Statement of Compliance by the Master Servicer is not currently
available and will be subsequently filed on Form 8.
Independent Accountant's Report on Servicer's servicing activities is
not currently available and will be subsequently filed on Form 8.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of Registrant.
Not Applicable. The Trust does not have officers or directors.
Therefore, the information required by items 401 and 405 of Regulation S-K is
inapplicable.
Item 11. Executive Compensation.
Not Applicable. The Trust does not have officers or directors to whom
compensation needs to be paid. Therefore, the information required by Item
402 of Regulation S-K is inapplicable.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
(a) Security ownership of certain beneficial owners. Under the Pooling
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and Servicing Agreement governing the Trust, the holders of the Certificates
generally do not have the right to vote and are prohibited from taking part
in management of the Trust. For purposes of this Item and Item 13 only,
however, the Certificateholders are treated as "voting security" holders.
As of December 31, 1995, the following are the only persons
known to Registrant to be the beneficial owners of more than
5% of any class of voting securities.
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TITLE NAME AND ADDRESS OF PERCENT
OF BENEFICIAL AMOUNT AND NATURE OF OF CLASS
CLASS OWNERS BENEFICIAL OWNERSHIP
- ---------------------------------------------------------------------------------------------
Series 1995-3 Bank of New York $7,000,000 8%
Class A 925 Patterson Plank Rd.
Secaucus, NJ 07094
Series 1995-3 Bank One Trust Company $69,983,974 82%
Class A N.A. - State
30 West Spring Street
Columbus, OH 43266-0581
Series 1995-3 Boston Safe Deposit & $6,000,000 7%
Class A Trust Co.
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11747
Series 1995-3 Bost & Co. $10,993,015.26 18%
Class S-2 c/o Mellon Trust (Initial Notional
P.O. Box 3195 Amount)
Pittsburgh, PA
Series 1995-3 Boston Safe Deposit & $48,990,958.75 82%
Class S-3 Trust Co. (Initial Notional
c/o ADP Proxy Services Amount)
51 Mercedes Way
Edgewood, NY 11747
(b) Security ownership of management. Not Applicable. The Trust does
--------------------------------
not have any officers or directors. Therefore, the information required by
Item 403 of Regulation S-K is inapplicable.
(c) Changes in control. Not Applicable. Since Certificateholders do
------------------
not possess, directly or indirectly, the power to direct or cause the
direction of the management and policies of the Trust, other than in respect
to certain required consents regarding any amendments to the Pooling and
Servicing Agreement, the information requested with respect to Item 403 of
Regulation S-K is inapplicable.
Item 13. Certain Relationships and Related Transactions
(a) Transactions with management and others. Registrant knows of no
---------------------------------------
transaction or series of transactions during the fiscal year ended December
31, 1995, or any currently proposed transaction or series of transactions, in
an amount exceeding $60,000 involving the Registrant in which the
Certificateholders identified in Item 12(a) had or will have a direct or
indirect material interest. There are no persons of the types described in
Item 404(a)(1), (2) and (4) of Regulation S-K; however, the information
required by Item 404(a)(3) of Regulation S-K is hereby incorporated by
reference in Item 12(a) herein.
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(b) Certain business relationships. None.
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(c) Indebtedness of management. Not Applicable. The Trust does not
--------------------------
have management consisting of any officers or directors. Therefore, the
information required by Item 404(c) of Regulation S-K is inapplicable.
(d) Transactions with promoters. Not Applicable. The Trust does not
---------------------------
use promoters. Therefore, the information required by Item 404(d) of
Regulation S-K is inapplicable.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) The following is a list of documents filed as part of this report:
EXHIBITS
--------
Monthly Report to Certificateholders as to distributions made
on April 25, 1995 hereby incorporated herein by reference as
exhibits to Registrant's Current Report on Form 8-K filed with
the Securities and Exchange Commission.
Monthly Report to Certificateholders as to distributions made
on May 25, 1995 hereby incorporated herein by reference as
exhibits to Registrant's Current Report on Form 8-K filed with
the Securities and Exchange Commission.
Monthly Report to Certificateholders as to distributions made
on June 25, 1995 hereby incorporated herein by reference as
exhibits to Registrant's Current Report on Form 8-K filed with
the Securities and Exchange Commission.
Monthly Report to Certificateholders as to distributions made
on July 25, 1995 hereby incorporated herein by reference as
exhibits to Registrant's Current Report on Form 8-K filed with
the Securities and Exchange Commission.
Monthly Report to Certificateholders as to distributions made
on August 25, 1995 hereby incorporated herein by reference as
exhibits to Registrant's Current Report on Form 8-K filed with
the Securities and Exchange Commission.
Monthly Report to Certificateholders as to distributions made
on September 25, 1995 hereby incorporated herein by reference
as exhibits to Registrant's Current Report on Form 8-K filed
with the Securities and Exchange Commission.
Monthly Report to Certificateholders as to distributions made
on October 25, 1995 hereby incorporated herein by reference as
exhibits to Registrant's Current Report on Form 8-K filed with
the Securities and Exchange Commission.
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Monthly Report to Certificateholders as to distributions made
on November 25, 1995 hereby incorporated herein by reference
as exhibits to Registrant's Current Report on Form 8-K filed
with the Securities and Exchange Commission.
Monthly Report to Certificateholders as to distributions made
on December 25, 1995 hereby incorporated herein by reference
as exhibits to Registrant's Current Report on Form 8-K filed
with the Securities and Exchange Commission.
Annual Statement of Compliance by the Master Servicer is not
currently available and will be subsequently filed on Form 8.
Independent Accountant's Report on Servicer's servicing
activities is not currently available and will be subsequently
filed on Form 8.
(b) No Reports on Form 8-K were filed during the last quarter of the
period covered by this Report:
(c) The exhibits required to be filed by Registrant pursuant to Item
601 of Regulation S-K are listed above and in the Exhibit Index
that immediately follows the signature page hereof.
(d) Not Applicable. The Trust does not have any subsidiaries or
affiliates. Therefore, no financial statements are filed with
respect to subsidiaries or affiliates.
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED
PURSUANT TO SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH HAVE
NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT
No annual report, proxy statement, form of proxy or other
soliciting material has been sent to Certificateholders, and
the Registrant does not contemplate sending any such materials
subsequent to the filing of this report.
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SIGNATURE
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.
By: First National Bank Association, not in its individual
capacity but solely as Trustee on behalf of the Registrant
Trust Fund,
By: /s/Christina Hatfield
---------------------
Christina Hatfield
Assistant Vice President
Date: March 28, 1996
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EXHIBIT INDEX
Sequential
Exhibit Document Page Number
- ------- -------- -----------
1.1 Monthly Report to Certificateholders as to distributions *
made on April 25, 1995 (hereby incorporated herein by
reference as exhibits to Registrant's Current Report on
Form 8-K filed with the Securities and Exchange Commission.
1.2 Monthly Report to Certificateholders as to distributions *
made on May 25, 1995 (hereby incorporated herein by
reference as exhibits to Registrant's Current Report on
Form 8-K filed with the Securities and Exchange Commission.
1.3 Monthly Report to Certificateholders as to distributions *
made on June 25, 1995 (hereby incorporated herein by
reference as exhibits to Registrant's Current Report on
Form 8-K filed with the Securities and Exchange Commission.
1.4 Monthly Report to Certificateholders as to distributions *
made on July 25, 1995 (hereby incorporated herein by
reference as exhibits to Registrant's Current Report on
Form 8-K filed with the Securities and Exchange Commission.
1.5 Monthly Report to Certificateholders as to distributions *
made on August 25, 1995 (hereby incorporated herein by
reference as exhibits to Registrant's Current Report on
Form 8-K filed with the Securities and Exchange Commission.
1.6 Monthly Report to Certificateholders as to distributions *
made on September 25, 1995 (hereby incorporated herein by
reference as exhibits to Registrant's Current Report on
Form 8-K filed with the Securities and Exchange Commission.
1.7 Monthly Report to Certificateholders as to distributions *
made on October 25, 1995 (hereby incorporated herein by
reference as exhibits to Registrant's Current Report on
Form 8-K filed with the Securities and Exchange Commission.
1.8 Monthly Report to Certificateholders as to distributions *
made on November 25, 1995 (hereby incorporated herein by
reference as exhibits to Registrant's Current Report on
Form 8-K filed with the Securities and Exchange Commission.
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1.9 Monthly Report to Certificateholders as to distributions *
made on December 25, 1995 (hereby incorporated herein by
reference as exhibits to Registrant's Current Report on
Form 8-K filed with the Securities and Exchange Commission.
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* Incorporated by reference.
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