** **

 

**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**WASHINGTON, D.C. 20549

 

----

 

**FORM 10-K**

** **

**(Mark One)**

 

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

 

**For the fiscal year ended December 31,2008**

 

**or**

 

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

 

**For the transition periodfrom                to                **

 

**CommissionFile Number:   001-32176**

 

**filed onbehalf of:**

 

**Corporate Backed Trust Certificates, Goldman Sachs Capital ISecurities-Backed Series 2004-7 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’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, Goldman Sachs Capital I Securities-Backed  Series 2004-7 |       | New York Stock Exchange  (“NYSE”)   |       |

 

Securities registeredpursuant to Section 12(g) of the Act: **None**

 

Indicateby check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405of 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     Noo

 

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 will notbe 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

 

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 |

 

Indicateby check mark whether the registrant is a shell company (as defined in Rule 12b-2of 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.

 

 

 

----

 

**DOCUMENTSINCORPORATED 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(a) hereto are incorporated by reference into part IV ofthis Annual Report.

 

**Introductory Note**

** **

Lehman ABSCorporation (the “Depositor”) is the Depositor in respect of the Corporate Backed Trust Certificates, Goldman SachsCapital I Securities-Backed Series 2004-7 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 Series Supplement(the “Series Supplement”), dated as of April 30,2004, in respect of the Trust. The Trust’s assets consist solely of capital securities issued by Goldman Sachs Capital I (the “UnderlyingSecurities Issuer”).  The Certificates do not representobligations of, or interests in, the Depositor or the Trustee.

 

The Registrant isa wholly-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.

 

The Goldman Sachs Group, Inc., the issuer of thejunior subordinated debentures, the soleassets held by the Underlying Securities Issuer, is subject to the information reporting requirementsof the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  For information on The Goldman Sachs Group, Inc., please see its periodic and current reports filed with the Securitiesand Exchange Commission (the “Commission”) under The Goldman Sachs Group, Inc.’s Exchange Act file number, 001-14965.  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 junior subordinated debentures 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 or reports.  There can be no assurance that eventsaffecting the Underlying Securities Issuer,the issuer of the junior subordinated debenturesor the underlying securities have not occurred or have not yet beenpublicly disclosed which would affect the accuracy or completeness of thepublicly available documents described above.

 

2

----

 

**PART I**

 

Item 1. Business.

 

Not Applicable

 

Item 1A. RiskFactors.

 

NotApplicable

 

Item 1B.Unresolved Staff Comments.

 

NotApplicable

 

Item 2. Properties.

 

Not Applicable

 

Item 3.  LegalProceedings.

 

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 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 ofFinancial Condition and Results of Operation.

 

Not Applicable

 

Item 7A. * *Quantitative andQualitative 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.

 

NotApplicable

 

Item 9B.  OtherInformation.

 

None

 

4

----

 

**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 beenfiled as part of this report.

 

1.             Trustee’sDistribution Statements documented 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 ExchangeCommission and are hereby incorporated by reference.  Filing dates are listed below:

 
| **Trust Description**                                                                                    | ** ** | **Distribution Date or   Date of Report** | ** ** | **Filed on**           |
|----------------------------------------------------------------------------------------------------------|------------|-------------------------------------------|------------|------------------------|
| Corporate Backed Trust Certificates, Goldman Sachs Capital I  Securities-Backed Series 2004-7 Trust |       | 02/15/2008

08/15/2008                    |       | 02/27/2008

08/25/2008 |

 

2.             None.

 

3.             Exhibits:

 

31.1 — Certification by Senior Vice President of theRegistrant pursuant 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.

 

31.3 — Report of Aston Bell, CPA.

 

(b)           SeeItem 15(a) above.

 

(c)           NotApplicable

 

5

----

 

**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) ofthe Securities Exchange Act of 1934, the registrant has duly caused this reportto be signed on its behalf by the undersigned thereunto duly authorized.  In preparing this report the Registrant hasrelied on Distribution Statements provided to it by the Trustee.

 
|   |          | Lehman ABS  Corporation, as Depositor for the Trust (the “Registrant”) |
|--------|---------------|----------------------------------------------------------------------------------|
|   |          |                                                                             |   |
|   |          |                                                                             |   |
| Dated: | July 23, 2009 | By:                                                                              | /s/ William Fox |
|   |          | Name:                                                                            | William Fox |
|   |          | Title:                                                                           | Chief Financial  Officer, Controller and   Senior Vice President |

 

6

----

 

**EXHIBITINDEX**

 
| **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                                            |
| (31.3)                                                |       | Report of Aston  Bell, CPA.                                                                                                                                                     |       | 31.3                                            |

 

7

----