-

 

**UNITED STATESSECURITIES 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, 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                **

 

**Commission File Number:   001-31366**

 

**filed on behalf of:**

 

**Corporate Backed Trust Certificates, MotorolaDebenture-Backed Series 2002-12 Trust**

(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’s telephone number, including areacode:  **(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, Motorola Debenture-Backed Series 2002-12 |       | New York Stock  Exchange (“NYSE”)                        |       |

 

Securities registeredpursuant 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. Yeso 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

 

Indicate by check mark whether the registrant: (1) hasfiled all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the 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 (§ 229.405 of this chapter)during the preceeding 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 mark whether the registrant is alarge accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer andlarge 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 ashell company (as defined in Rule 12b-2 of the Act). Yes o  No x

 

State the aggregatemarket value of the voting and non-voting common equity held by nonaffiliatescomputed by reference to the price at which the common equity was last sold, orthe average bid and asked price of such common equity, as of the last businessday of the registrant’s most recently completed second fiscal quarter.

 

The registrant has no voting stock or class of common stock that isheld by nonaffiliates.

 

 

 

----

 

**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 the Depositor in respect of the Corporate Backed TrustCertificates, Motorola Debenture-Backed Series 2002-12 Trust (the “Trust”), acommon law trust formed pursuant to the Standard Terms for Trust Agreements,dated as of January 16, 2001, between the Depositor and U.S. Bank TrustNational Association, as trustee (the “Trustee”), as supplemented by a SeriesSupplement (the “Series Supplement”) dated as of June 18, 2002 in respect ofthe Trust, as supplemented by a Supplement to the Series Supplement, dated asof June 21, 2002.  The Trust’s assetsconsist solely of debentures issued by Motorola, Inc.  The Certificates do not represent obligationsof or interests in the Depositor or the 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.

 

Motorola, Inc., the issuer of the underlying securities, issubject to the information reporting requirements of the Securities ExchangeAct of 1934, as amended, (the “Exchange Act”). For information on the issuer of the underlying securities, please seeits periodic and current reports filed with the Securities and ExchangeCommission (the “Commission”) under Motorola, Inc.’s Exchange Act file number,001-07221.  The Commission maintains asite on the World Wide Web at “http://www.sec.gov” at which users can view anddownload copies of reports, proxy and information statements and otherinformation regarding issuers filed electronically through the Electronic DataGathering, Analysis and Retrieval system, or “EDGAR.” Periodic and currentreports and other information required to be filed pursuant to the Exchange Actby the issuer of the underlying securities may be accessed on this site.  Neither the Depositor nor the Trustee hasparticipated in the preparation of such reporting documents, or made any duediligence investigation with respect to the information provided therein.  Neither the Depositor nor the Trustee hasverified the accuracy or completeness of such documents or reports.  There can be no assurance that eventsaffecting the issuer of the underlying securities or the underlying securitieshave not occurred or have not yet been publicly disclosed which would affectthe accuracy or completeness of the publicly available documents describedabove.

 

2

----

 

**PART I**

 

Item 1. Business.

 

Not Applicable

 

Item1A.  Risk Factors.

 

Not Applicable

 

Item1B.  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 representing investors’ interest inthe Trust are represented by one or more physical Certificates registered inthe name of  “Cede & Co.”, thenominee of  The Depository TrustCompany.  Those publicly offeredCertificates are listed 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 in andDisagreements With Accountants on Accounting and Financial Disclosure.

 

None

 

Item9A. Controls and Procedures.

 

Not Applicable

 

Item 9A(T). Controls andProcedures.

 

Not Applicable

 

Item9B. Other Information.

 

The Issuer has filed the distribution report tosecurity holders for the period ending October 1, 2008 on Form 8-K,dated July 21, 2009.

 

3

----

 

**PART III**

 

Item10.  Directors, Executive Officers andCorporate Governance.

 

Not Applicable

 

Item 11.  Executive Compensation.

 

Not Applicable

 

Item 12.  Security Ownership of Certain Beneficial Ownersand 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 and includingDecember 31, 2008 have been filed with the Securities and Exchange Commissionand are hereby incorporated by reference. Filing dates are listed below:

 
| **Trust Description**                                                                | ** ** | **Distribution Date**  | ** ** | **Filed on**           |
|--------------------------------------------------------------------------------------|------------|------------------------|------------|------------------------|
| Corporate Backed Trust Certificates, Motorola  Debenture-Backed Series 2002-12 Trust |       | 04/01/2008  10/01/2008 |       | 04/08/2008  07/21/2009 |

 

2.                                      None.

 

3.                                      Exhibits:

 

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.

 

31.2 —Annual Compliance Report by Trustee pursuant to 15 U.S.C. Section 7241, asadopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

Thetrust covered by this Annual Report was formed prior to June 30, 2003 andthere is no requirement in the trust agreement for the preparation of a reportby an independent public accountant regarding the Trustee’s compliance with itsobligations.

 

(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, theregistrant has duly caused this report to be signed on its behalf by theundersigned 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 |

 

----

 

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                                                      |

 

----