** **

**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**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 the fiscal year endedDecember 31, 200****9**

** **

**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:**

 

**CorporateBacked Trust Certificates, Goldman Sachs Capital I Securities-Backed Series 2004-7Trust**

(ExactName of Registrant as Specified in Its Charter)

 

**by:**

 

**Lehman ABSCorporation**

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

 

Securitiesregistered pursuant 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”)    |

 

Securitiesregistered pursuant to Section 12(g) of the 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 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

 

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 (§ 232.405 of thischapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such 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 markwhether the registrant is a large accelerated filer, an accelerated filer, or anon-accelerated filer. See definition of “accelerated filer and largeaccelerated 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

 

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, Goldman Sachs Capital I Securities-Backed Series 2004-7Trust (the “Trust”), a common law trust formed pursuant to the Standard Termsfor Trust Agreements, dated as of January 16, 2001, between the Depositorand U.S. Bank Trust National Association, as trustee (the “Trustee”), assupplemented by a Series Supplement (the “Series Supplement”), datedas of April 30, 2004, in respect of the Trust.  The Trust’s assets consist solely of capitalsecurities issued by Goldman Sachs Capital I (the “Underlying Securities Issuer”).  TheCertificates do not represent obligations of, or interests in, the Depositor orthe 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.

 

The Goldman Sachs Group, Inc., the issuer of thejunior subordinated debentures, the sole assets held by the UnderlyingSecurities Issuer, issubject to the information reporting requirements of the Securities ExchangeAct of 1934, as amended (the “Exchange Act”). For information on The Goldman Sachs Group, Inc., please see its periodic and current reportsfiled with the Securities and Exchange Commission (the “Commission”) under TheGoldman 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 orreports.  There can be no assurance thatevents affecting the Underlying SecuritiesIssuer, the issuer of the junior subordinated debentures or theunderlying securities have not occurred or have not yet been publicly disclosedwhich would affect the accuracy or completeness of the publicly availabledocuments described above.

 

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**PART I**

** **

Item1.    Business.

Not Applicable

 

Item 1A. Risk Factors.

 

NotApplicable

 

Item 1B. Unresolved Staff Comments.

 

NotApplicable

 

Item2.    Properties*.*

* *

Not Applicable

 

Item3.    Legal Proceedings.

 

None

 

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

 

None

 

**PART II**

** **

Item 5.    Market for Registrant’s Common Equity, RelatedStockholder 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’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 andDisagreements With Accountants on Accounting and Financial Disclosure.

 

None

 

Item9A. Controls and Procedures.

 

Not Applicable

 

Item 9A(T).  Controls and Procedures.

 

Not Applicable

 

Item9B. Other Information.

 

None

 

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**PART III**

** **

Item 10.  Directors, Executive Officers and CorporateGovernance.

 

NotApplicable

 

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 Statements documented on Form 8-Kregarding the distributions from the Trust to the certificateholders for theperiod from January 1, 2009 through and including December 31, 2009 have been filed with the Securities andExchange Commission 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 |       | 02/17/2009                               |       | 07/21/2009   |       |
|                                                                                                      | 08/17/2009 |                                     | 10/01/2009 |         |

 

2.             None.

 

3.             Exhibits:

 

31.1 —Certification by Executive Vice President of the Registrant pursuant to 15U.S.C. Section 7241, as adopted pursuant to Section 302 of theSarbanes-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.

 

31.3 — Report of Aston Bell, CPA.

 

(b)           See Item 15(a) above.

 

(c)           Not Applicable

 

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** **

**SIGNATURES**

** **

Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the registrant has duly caused this report tobe 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:  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                                            |
| (31.3)                                                |       | Report of Aston Bell,  CPA.                                                                                                                                                       |       | 31.3                                            |

 

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