** **

**UNITED STATES**

**SECURITIES AND 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) OFTHE SECURITIES EXCHANGE ACT OF 1934**

 

**For the fiscal year ended December 31, 200****9**

** **

**or**

 

**o****  ****TRANSITION REPORT PURSUANT TO SECTION 13 OR15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the transition period from                to                **

** **

**CommissionFile Number:****   ****001-31366**

** **

**filed onbehalf of:**

 

**Corporate Backed Trust Certificates, Motorola Debenture-Backed Series 2002-12Trust**

(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:  **(****646****)****285-9000**

 

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

 

| **Title of Each Class**                                              | ** ** | **Name of Each Exchange on Which  Registered** |
|-------------------------------------------------------------------------------------|------------|-------------------------------------------------------------------------|
| Corporate Backed  Trust Certificates, Motorola Debenture-Backed Series 2002-12 |       | New York Stock  Exchange (“NYSE”)                             |

 

Securities registered pursuant to Section 12(g) ofthe Act:   **None**

 

Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act.  Yes o  No x

 

Indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 or Section 15(d) ofthe Act.  Yes o  No x

 

Indicate by check markwhether the registrant: (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements forthe past 90 days.  Yes x  No o

 

Indicate by check markwhether the registrant has submitted electronically and posted on its corporateWeb site, if any, every Interactive Data File required to be submitted andposted 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 registrantwas required to submit and post such files). Yes oNo o

 

Indicate by check mark ifdisclosure 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, tothe best of registrant’s knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-K orany amendment to this Form 10-K.  x

 

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, or anon-accelerated filer.  See definition of“accelerated filer and large accelerated filer” in Rule 12b-2 of theExchange Act. (Check one):

 

| Large  Accelerated Filer o |   | Accelerated  Filer o         |
|----------------------------|--------|------------------------------|
|                       |   |                         |
| Non-Accelerated  Filer x   |   | Smaller  reporting company o |

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of theAct).  Yes o  No x

 

State the aggregate market value of the voting andnon-voting common equity held by nonaffiliates computed by reference to theprice at which the common equity was last sold, or the average bid and askedprice of such common equity, as of the last business day of the registrant’smost recently completed second fiscal quarter.

 

The registrant has novoting stock or class of common stock that is held by nonaffiliates.

 

 

 

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**DOCUMENTS INCORPORATED BYREFERENCE**

 

The distribution reportsto security holders filed on Form 8-K during the fiscal year in lieu ofreports on Form 10-Q which include the reports filed on Form 8-Klisted in Item 15(a) hereto are incorporated by reference into part IV ofthis Annual Report.

 

**Introductory Note**

** **

Lehman ABS Corporation (the “Depositor”) is theDepositor in respect of the Corporate Backed Trust Certificates, MotorolaDebenture-Backed Series 2002-12 Trust (the “Trust”), a common law trustformed pursuant to the Standard Terms for Trust Agreements, dated as of January 16,2001,****between the Depositor and U.S. BankTrust National Association, as trustee (the “Trustee”), as supplemented by a Series Supplement(the “Series Supplement”) dated as of June 18, 2002****in respect of the Trust, as supplemented by a Supplement tothe Series Supplement, dated as of June 21, 2002.  The Trust’s assets consist solely ofdebentures issued by Motorola, Inc.  The Certificates do not representobligations of or interests in the Depositor or the Trustee.

 

The Registrant is a wholly-owned, indirect subsidiaryof Lehman Brothers Holdings Inc. (“LBHI”), which filed a voluntary petition(the “Petition”) for relief under Chapter 11 of the United States Code in theUnited States Bankruptcy Court for the Southern District of New York on September 15,2008 in a jointly administered proceeding named In re Lehman Brothers HoldingsInc., et. al. under Case Number 08-13555. LBHI and its wholly-ownedbroker-dealer, Lehman Brothers Inc., have sold since September 15, 2008significant businesses, including the sale on September 21, 2008 of theinvestment banking business to Barclays Capital Inc., which business includedthe employees who historically conducted the Registrant’s business.

 

Motorola, Inc., the issuerof the underlying securities, is subject to the information reporting requirementsof 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 currentreports filed with the Securities and Exchange Commission (the “Commission”)under Motorola, Inc.’s Exchange Act file number, 001-07221.  TheCommission maintains a site on the World Wide Web at “http://www.sec.gov” atwhich users can view and download copies of reports, proxy and informationstatements and other information regarding issuers filed electronically throughthe Electronic Data Gathering, Analysis and Retrieval system, or “EDGAR.”   Periodic and current reports and otherinformation required to be filed pursuant to the Exchange Act by the issuer ofthe underlying securities may be accessed on this site.  Neither the Depositor nor the Trusteehas participated in the preparation of such reporting documents, or made anydue diligence investigation with respect to the information providedtherein.  Neither the Depositor nor theTrustee has verified the accuracy or completeness of such documents orreports.  There can be no assurance thatevents affecting the issuer of theunderlying securities or the underlying securities have not occurred orhave not yet been publicly disclosed which would affect the accuracy orcompleteness of the publicly available documents described above.

 

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**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 SecurityHolders.

 

None

 

**PART II**

** **

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

 

The publicly offered Certificates representinginvestors’ interest in the Trust are represented by one or more physicalCertificates registered in the name of  “Cede &Co.”, the nominee of  The DepositoryTrust Company.  Those publicly offeredCertificates are listed on the NYSE.

 

Item 6.  Selected Financial Data.

 

Not Applicable

 

Item 7.*   *Management’s Discussion and Analysis of FinancialCondition 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 in and DisagreementsWith Accountants on Accounting and Financial Disclosure.

 

None

 

Item 9A.  Controls and Procedures.

 

Not Applicable

 

Item 9A(T). Controls andProcedures.

 

Not Applicable

 

Item 9B.  Other Information.

 

NotApplicable

 

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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 filed as part ofthis report.

 

1.             Trustee’s Distribution Statementsdocumented on Form 8-K regarding the distributions from the Trust to thecertificateholders for the period from January 1, 2009 through and including December 31,2009 have been filedwith the Securities and Exchange Commission and are hereby incorporated byreference.  Filing dates are listedbelow:

 
| **Trust  Description**                                                                     | ** ** | **Distribution Date** | ** ** | **Filed on**           |
|--------------------------------------------------------------------------------------------|------------|-----------------------|------------|------------------------|
| Corporate  Backed Trust Certificates, Motorola Debenture-Backed Series 2002-12  Trust |       | 04/01/200910/01/2009  |       | 07/21/2009  10/13/2009 |

 

2.             None.

 

3.             Exhibits:

 

31.1 — Certification by Executive 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 to15 U.S.C. Section 7241, as adopted pursuant to Section 302 of theSarbanes-Oxley Act of 2002.

 

The trust covered by this Annual Report was formedprior to June 30, 2003 and there is no requirement in the trust agreementfor the preparation of a report by an independent public accountant regardingthe Trustee’s compliance with its obligations.

 

(b)           See Item 15(a) above.

 

(c)           Not Applicable.

 

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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: March 31, 2010 |                                          | By: | /s/ William J. Fox |
|                       |                                          | Name: | William J. Fox |
|                       |                                          | Title: | Chief Financial Officer  and Executive 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 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                                            |

 

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