**UNITED STATES**

**SECURITIES AND EXCHANGECOMMISSION**

**WASHINGTON, D.C. 20549**

 

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**FORM 10-K**

 

**(Mark One)**

 

**x****         ****ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934**

** **

**For thefiscal year ended December 31, 2008**

** **

**or**

** **

**o****          ****TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934**

 

**For thetransition period from             to            **

 

**Commission File Number:  001-31302**

 

**filed on behalf of:**

 

**Corporate Backed TrustCertificates, Kinder Morgan Debenture-Backed Series 2002-6 Trust**

(Exact Name of Registrantas Specified in Its Charter)

 

**by:**

 

**Lehman ABS Corporation**

(Exact Name of Depositoras 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 telephonenumber, including area code:  **(212) 526-7000**

 

Securities registered pursuant to Section 12(b) of the Act:

 

| ** ** | **Title of  Each Class**                                                                | ** ** | **Name of  Each Exchange on Which Registered** | ** ** |
|------------|-----------------------------------------------------------------------------------------|------------|------------------------------------------------|------------|
|       | Corporate Backed Trust  Certificates, Kinder Morgan Debenture-Backed Series 2002-6 |       | 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   Nox

 

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 o   No x

 

Indicate by check mark whether the registrant hassubmitted electronically and posted on its corporate Web site, if any, every InteractiveData File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T (§ 229.405 of this chapter) during the preceeding 12 months (orfor such shorter period that the registrant was required to submit and postsuch files). Yes o No o

 

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is notcontained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference 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 alarge accelerated filer, an accelerated filer, or a non-accelerated filer. Seedefinition 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

 

Statethe aggregate 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.

 

The registrant has no voting stock or class of commonstock that is held by nonaffiliates.

 

 

 

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**DOCUMENTS INCORPORATED BY REFERENCE**

 

Thedistribution reports to security holders filed on Form 8-K during thefiscal year in lieu of reports on Form 10-Q which include the reportsfiled on Form 8-K listed in Item 15(a) hereto are incorporated byreference into part IV of this Annual Report.

 

**Introductory Note**

 

LehmanABS Corporation (the “Depositor”) is the Depositor in respect of the CorporateBacked Trust Certificates, Kinder Morgan Debenture-Backed Series 2002-6Trust (the “Trust”), a common law trust formed pursuant to the Standard Termsfor Trust Agreements, dated as of January 16, 2001,****betweenthe Depositor and U.S. Bank Trust National Association, as trustee (the “Trustee”),as supplemented by a Series Supplement (the “Series Supplement”)dated as of April 16, 2002****in respect ofthe Trust.  The Trust’s assets consistsolely of debentures issued by Kinder Morgan, Inc.  The Certificates do notrepresent obligations of or interests in the Depositor or the Trustee.

 

TheRegistrant is a wholly-owned, indirect subsidiary of Lehman Brothers HoldingsInc. (“LBHI”), which filed a voluntary petition (the “Petition”) for reliefunder Chapter 11 of the United States Code in the United States BankruptcyCourt for the Southern District of New York on September 15, 2008 in ajointly administered 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.

 

Knight Inc. successor to Kinder Morgan, Inc., theissuer of 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 andcurrent reports filed with the Securities and Exchange Commission (the “Commission”)under Knight Inc.’s Exchange Act file number, 001-06446.  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.  RiskFactors.

 

Not Applicable

 

Item 1B. Unresolved Staff Comments.

 

Not Applicable

 

Item 2. Properties*               **.*

 

Not Applicable

 

Item 3.  LegalProceedings.

 

None

 

Item 4. Submission of Matters to a Vote of Security Holders.

 

None

 

**PART II**

** **

Item 5.  Marketfor Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases 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’sDiscussion and Analysis of Financial Condition and Results of Operation.

 

Not Applicable

 

Item 7A.**Quantitativeand Qualitative Disclosures About Market Risk.

 

Not Applicable

 

Item 8. Financial Statements and Supplementary Data.

 

Not Applicable

 

Item 9. Changes in and Disagreements With Accountantson Accounting and Financial Disclosure.

 

None

 

Item 9A. Controls and Procedures.

 

Not Applicable

 

Item 9A(T). Controls and Procedures.

 

Not Applicable

 

Item 9B.  OtherInformation.

 

None

 

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**PART III**

** **

Item 10. Directors, Executive Officers and Corporate Governance.

 

Not Applicable

 

Item 11.  Executive Compensation.

 

Not Applicable

 

Item 12. Security Ownership of Certain Beneficial Owners and Management andRelated Stockholder Matters.

 

Not Applicable

 

Item 13. Certain Relationships and Related Transactions, and DirectorIndependence.

 

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, Kinder Morgan  Debenture-Backed Series 2002-6 Trust |       | 03/03/2008   09/02/2008 |       | 03/18/2008   09/10/2008 |

 

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

 

The Trust coveredby this Annual Report was formed prior to June 30, 2003 and there is norequirement in the trust agreement for the preparation of a report by anindependent public accountant regarding the 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: July 20, 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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