-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kw0N9pA6WhRaYgA1LnRv07/+AkuS97hzhxBd8+5WRnmoADCaq2Z1mJr/TwKaPJQj RPC9+CToJ7svWXf4rwOH1g== 0000905148-05-001965.txt : 20050329 0000905148-05-001965.hdr.sgml : 20050329 20050328204856 ACCESSION NUMBER: 0000905148-05-001965 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050329 DATE AS OF CHANGE: 20050328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEHMAN ABS CORP BACKED TRUST CERTS SER 2001-23 CENTRAL INDEX KEY: 0001266842 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31876 FILM NUMBER: 05707840 BUSINESS ADDRESS: STREET 1: LEHMAN ABS CORP STREET 2: 3 WORLD FINANCIAL CENTER CITY: NEW YORK STATE: NY ZIP: 10285 10-K 1 efc5-0745_5654815form10k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---- FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004 or / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURI- TIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission File Number: 001-31876 Lehman ABS Corporation, ----------------------- on behalf of: Corporate Backed Trust Certificates, Series 2001-23 Trust - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 13-3447441 - -------------------------------------- ------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 745 Seventh Avenue, New York, New York 10019 ----------------------------------------- --------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 526-7000 Securities registered pursuant to Section 12(b) of the Act:
Title of Class Name of Registered Exchange - -------------- --------------------------- Corporate Backed Trust Certificates, Series 2001-23 New York Stock Exchange ("NYSE")
Securities registered pursuant to Section 12(g) of the Act: None 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 file 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 this Form 10-K or any amendment to this Form 10-K. /X/ Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes / / No /X/ State the aggregate market value of the voting and non-voting common equity held by non-affiliates 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 registrant's most recently completed second fiscal quarter: The registrant has no voting stock or class of common stock that is held by non-affiliates. 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 includes the reports filed on Form 8-K listed in Item 15(a) hereto. Introductory Note Lehman ABS Corporation (the "Depositor") is the Depositor in respect of the Corporate Backed Trust Certificates, Series 2001-23 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 1, 2001 in respect of the Trust. The Trust's assets consist solely of debentures issued by Ryder System, Inc. The Certificates do not represent obligations of or interests in the Depositor or the Trustee. Ryder System, 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 Ryder System, Inc.'s Exchange Act file number, 001-04364. 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 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. 2 PART I Item 1. Business. - ----------------- 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 Registrant's 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. Management's 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 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. - ------------------------------------------------------------------------ Not Applicable Item 13. Certain Relationships and Related Transactions. - -------------------------------------------------------- None 3 Item 14. Principal Accounting 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. Trustee's Distribution Statements documented on Form 8-K regarding the distributions from the Trust to the certificateholders for the period from January 1, 2004 through and including December 31, 2004 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, 6/01/2004 6/14/2004 Series 2001-23 Trust 12/01/2004 12/14/2004 -------------------------------------- ------------------ ----------- 2. None. 3. Exhibits: 99.1 - Certification by 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. 99.2 - 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. (b) See Item 15(a) above. (c) Not Applicable. 4 SIGNATURE Pursuant to the requirements 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. Lehman ABS Corporation, as Depositor for the Trust (the "Registrant") Dated: March 28, 2005 By: /s/ CHARLES M. WEAVER ---------------------------------------- Name: Charles M. Weaver Title: Vice President 5 EXHIBIT INDEX ------------------------------------------------------------------------- Reference Description of Exhibits Exhibit Number Number per in this Form Item 601 of 10-K Regulation SK ------------------------------------------------------------------------- (99.1) Certification by Vice President of the 99.1 Registrant pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ------------------------------------------------------------------------- (99.2) Annual Compliance Report by Trustee pursuant 99.2 to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ------------------------------------------------------------------------- 6 EX-99.1 2 efc5-0745_5654815ex991.txt Exhibit 99.1 CERTIFICATION I, Charles M. Weaver, certify that: 1. I have reviewed this annual report on Form 10-K in respect of the Corporate Backed Trust Certificates, Series 2001-23 Trust (the "Trust") and all reports on Form 8-K containing distribution or servicing reports of the Trust filed in respect of periods included in the year covered by this annual report of the Trust; 2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report; 3. Based on my knowledge, the distribution or servicing information required to be provided to the Depositor by the Trustee under the pooling and servicing or similar agreement, for inclusion in these reports is included in these reports; and 4. I am responsible for reviewing the activities performed by the Depositor and the Trustee under the pooling and servicing or similar agreement and based upon my knowledge and the annual compliance review required under that agreement, and except as disclosed in the reports, the Depositor and Trustee have each fulfilled its obligations under that agreement. In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated party: U.S. Bank Trust National Association, as Trustee. Date: March 28, 2005 /s/ CHARLES M. WEAVER - -------------------------------------------- Charles M. Weaver, Vice President EX-99.2 3 efc5-0745_5654815ex992.txt Exhibit 99.2 ANNUAL COMPLIANCE REPORT I, David J. Kolibachuk, being an officer of U.S. Bank Trust National Association, the Trustee in respect of the Corporate Backed Trust Certificates, Series 2001-23 Trust (the "Trust"), certify that: 1. I have reviewed this annual report on Form 10-K in respect of the Trust and all reports on Form 8-K containing distribution or servicing reports of the Trust filed by Lehman ABS Corporation in respect of periods included in the year covered by this annual report of the Trust; 2. Based on my knowledge, the information in those reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report; 3. Based on my knowledge, the distribution information required to be provided to the Depositor or the certificateholders by the Trustee under the pooling and servicing or similar agreement for inclusion in such distribution reports is included in such reports; and 4. I am responsible for reviewing the activities performed by the Trustee under the pooling and servicing or similar agreement and based on my knowledge, except as disclosed in such reports, the Trustee has fulfilled its obligations under that agreement. Date: March 28, 2005 /s/ David J. Kolibachuk - -------------------------------------------- David J. Kolibachuk, Vice President -----END PRIVACY-ENHANCED MESSAGE-----