**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

 

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**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, 2008**                                                                                                                                                                                                            |
| ** **                                                                                                                                                                                                                                                 | ** **                                                                                    |
| **or**                                                                                                                                                                                                                                                     |
| ** **                                                                                                                                                                                                                                                 | ** **                                                                                    |
| **o******                                                                                                                                                                                                                                                  | **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT OF 1934** |
| ** **                                                                                                                                                                                                                                                 | ** **                                                                                    |
| **For the transition period from                    to                   ** |

 

**CommissionFile Number: 001-31348**

 

**filed onbehalf of:**

 

**CorporateBacked Trust Certificates, News America Debenture-Backed Series 2002-9Trust**

(Exact Name ofRegistrant as Specified in Its Charter)

 

**by:**

 

**LehmanABS Corporation**

(Exact Name ofDepositor 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)                            |

 

Registrant’stelephone number, including area code:  **(212) 526-7000**

 

Securities registeredpursuant to Section 12(b) of the Act:

 

| ** ** | **Title of  Each Class**                                                          | ** ** | **Name of  Each Exchange on Which Registered** | ** ** |
|------------|-----------------------------------------------------------------------------------|------------|------------------------------------------------|------------|
|       | Corporate Backed  Trust Certificates, News America Debenture-Backed Series 2002-9 |       | New York Stock  Exchange (“NYSE”)    |       |

 

Securitiesregistered pursuant to Section 12(g) of the Act:   **None**

 

Indicate by check mark if the registrant is awell-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes o   No x

 

Indicate by check mark if the registrant is notrequired to file reports pursuant to Section 13 or Section 15(d) ofthe Act. Yes o   No x

 

Indicateby check mark whether the registrant: (1) has filed all reports requiredto be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days. Yes x  No o

 

Indicateby check mark whether the registrant has submitted electronically and posted onits corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of thischapter) during the preceeding 12 months (or for such shorter period that theregistrant was required to submit and post such files). Yes o   No o

 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K (§ 229.405 of this chapter) is not contained herein, and willnot be contained, to the best of registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10-Kor any amendment to this Form 10-K. x

 

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2of 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 ashell company (as defined in Rule 12b-2 of the Act). Yes o   No x

 

State theaggregate market value of the voting and non-voting common equity held bynonaffiliates computed by reference to the price at which the common equity waslast sold, or the average bid and asked price of such common equity, as of thelast business day of the registrant’s most recently completed second fiscalquarter.

 

Theregistrant has no voting stock or class of common stock that is held bynonaffiliates.

 

 

 

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**DOCUMENTS INCORPORATED BY REFERENCE**

 

The distributionreports to security holders filed on Form 8-K during the fiscal year inlieu of reports on Form 10-Q which include the reports filed on Form 8-Klisted in Item 15(b) hereto are incorporated by reference into part IV ofthis Annual Report.

 

**Introductory Note**

** **

Lehman ABS Corporation(the “Depositor”) is the Depositor in respect of the Corporate Backed TrustCertificates, News America Debenture-Backed Series 2002-9 Trust (the “Trust”),a common law trust formed pursuant to the Standard Terms for Trust Agreements,dated as of January 16, 2001,****between theDepositor and U.S. Bank Trust National Association, as trustee (the “Trustee”),as supplemented by a Series Supplement (the “Series Supplement”) datedas of June 3, 2002****in respect ofthe Trust.  The Trust’s assets consistsolely of senior debentures issued by News America Incorporated.  TheCertificates do not represent obligations of or interests in the Depositor orthe Trustee.

 

The Registrant is awholly-owned, indirect subsidiary of Lehman Brothers Holdings Inc. (“LBHI”),which filed a voluntary petition (the “Petition”) for relief under Chapter 11of the United States Code in the United States Bankruptcy Court for theSouthern District of New York on September 15, 2008 in a jointlyadministered proceeding named In re Lehman Brothers Holdings Inc., et. al.under Case Number 08-13555. LBHI and its wholly-owned broker-dealer, LehmanBrothers Inc., have sold since September 15, 2008 significant businesses,including the sale on September 21, 2008 of the investment bankingbusiness to Barclays Capital Inc., which business included the employees whohistorically conducted the Registrant’s business. As a result of the foregoing,the Registrant discontinued its securitization business and the individualspreviously involved in such securitization business are no longer employed bythe Registrant’s affiliates. Accordingly, the Registrant was unable to timely file its Annual Reporton Form 10-K for the fiscal year ended on December 31, 2008, andfiled a Form 12b-25 on April 2, 2009 in connection therewith.

 

NewsCorporation,****the underlying securitiesguarantor, is subjectto the information reporting requirements of the Securities Exchange Act of1934, as amended (the “Exchange Act”). For information on the underlyingsecurities guarantor, please see its periodic and current reports filed withthe Securities and Exchange Commission (the “Commission”) under NewsCorporation’s Exchange Act file number, 001-32352.  The Commission maintains a site on the WorldWide Web at “http://www.sec.gov” at which users can view and download copies ofreports, proxy and information statements and other information regardingissuers filed electronically through the Electronic Data Gathering, Analysisand Retrieval system, or “EDGAR.” Periodic and current reports and other information required to be filedpursuant to the Exchange Act by the underlying securities guarantor may beaccessed on this site.  Neitherthe Depositor nor the Trustee has participated in the preparation of suchreporting documents, or made any due diligence investigation with respect tothe information provided therein. Neither the Depositor nor the Trustee has verified the accuracy orcompleteness of such documents or reports. There can be no assurance that events affecting the underlying securities issuer, the underlying securities guarantor orthe underlying securities have not occurred or have not yet been publiclydisclosed which would affect the accuracy or completeness of the publiclyavailable documents described above.

 

2

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**PART I**

** **

Item 1. Business.

 

Not Applicable

 

Item 1A. RiskFactors.

 

NotApplicable

 

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 SecurityHolders.

 

None

 

**PART II**

** **

Item 5.  Market for Registrant’s Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

Thepublicly offered Certificates representing investors’ interest in the Trust arerepresented by one or more physical Certificates registered in the name of “Cede &Co.”, the nominee of The Depository Trust Company.  Those publicly offered Certificates arelisted on the NYSE.

 

Item 6.  Selected Financial Data.

 

Not Applicable

 

Item 7.*   *Management’sDiscussion and Analysis of Financial Condition and Results of Operation.

 

Not Applicable

 

Item 7A.**Quantitative and Qualitative Disclosures About Market Risk.

 

Not Applicable

 

Item 8. FinancialStatements and Supplementary Data.

 

Not Applicable

 

Item 9. Changes inand 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 thedistribution report to security holders for the period ending December 1,2008 on Form 8-K, dated July 21, 2009.

 

3

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**PART III**

** **

Item 10.  Directors, Executive Officers and CorporateGovernance.

 

Not Applicable

 

Item 11.   Executive Compensation.

 

Not Applicable

 

Item 12.  Security Ownership of Certain BeneficialOwners and Management and Related Stockholder Matters.

 

Not Applicable

 

Item 13.  Certain Relationships and RelatedTransactions, 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 filedas part of this report.

 

1.                                       Trustee’s Distribution Statementsdocumented on Form 8-K regarding the distributions from the Trust to thecertificateholders for the period from January 1, 2008 through andincluding December 31, 2008 have been filed with the Securities andExchange Commission and are hereby incorporated by reference.  Filing dates are listed below:

 
| **Trust  Description**                                                                       | ** ** | **Distribution Date**  | ** ** | **Filed on**           | ** ** |
|----------------------------------------------------------------------------------------------|------------|------------------------|------------|------------------------|------------|
| Corporate Backed Trust  Certificates, News America Debenture-Backed Series 2002-9 Trust |       | 06/02/2008  12/01/2008 |       | 06/12/2008  07/21/2009 |       |

 

2.                                       None.

 

3.                                       Exhibits:

 

31.1 – Certification by Senior Vice President of the Registrantpursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302of 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 ofa report by an independent public accountant regarding the Trustee’s compliancewith its obligations.

 

(b)                                 See Item 15(a) above.

 

(c)                                  Not Applicable.

** **

**4**

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** **

**SIGNATURES**

** **

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned thereunto duly authorized. In preparing this report the Registrant has relied on DistributionStatements provided to it by the Trustee.

 
|                       | Lehman ABS Corporation,  as Depositor for the |
|----------------------------|-----------------------------------------------|
|                       | Trust (the  “Registrant”)           |
|                       |                                          |   |
|                       |                                          |   |
| Dated: July 22,  2009 | By:                                           | /s/ William Fox |
|                       | Name:                                         | William Fox |
|                       | Title:                                        | Chief Financial Officer,  Controller and  Senior Vice President |

 

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**EXHIBIT INDEX**

 
| **Reference  Number per  Item 601 of  Regulation SK** | ** ** | **Description of Exhibits**                                                                                                                                                    | ** ** | **Exhibit Number  in this Form 10-K** |
|-------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------------------------|
| (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. |       | 31.1                                            |
| (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                                            |

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