10-K 1 efc5-0719_5654749form10k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---- FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (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, 2004 or / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURI- TIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission File Number: 001-32030 Lehman ABS Corporation, ----------------------- on behalf of: S&P-Linked Investment Trust Certificates, Series 1997-SP-1 Trust ------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter)

Indicate by check mark whether the registrant: (1) Has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to file requirements for the past 90 days. Yes /X/ No / / Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference 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 an accelerated filer (as defined in Rule 12b-2 of the Act). Yes / / No /X/ State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter: The registrant has no voting stock or class of common stock that is held by non-affiliates. DOCUMENTS INCORPORATED BY REFERENCE None. Introductory Note Lehman ABS Corporation (the "Depositor") is the Depositor in respect of the S&P-Linked Investment Trust Certificates Series 1997-SP-1 Trust (the "Trust"), a common law trust formed pursuant to the Standard Terms for Trust Agreements, dated as of February 28, 1996, between the Depositor and The Bank of New York, as trustee (the "Trustee"), as supplemented by a Series Supplement (the "Series Supplement"), dated as of August 29, 1997, in respect of the Trust. The Trust's assets consist solely of (i) United States Treasury zero coupon STRIPS, due August 15, 2007 and (ii) the rights of the Trust under an ISDA Master Agreement with Westdeutsche Landesbank Girozentrale, acting through its New York Branch. The Certificates do not represent obligations of, or interests in, the Depositor or the Trustee. 2 PART I Item 1. Business. ------------------ Not Applicable Item 2. Properties. -------------------- Not Applicable Item 3. 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, Related Stockholder Matters and Issuer Purchases of Equity Securities. -------------------------------------------------------------- The publicly offered Certificates representing investors' interest in the Trust are represented by one or more physical Certificates 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 of Financial Condition and Results of Operation. ----------------------------------- Not Applicable Item 7A. Quantitative and Qualitative Disclosures About Market Risk. -------------------------------------------------------------------- Not Applicable Item 8. Financial Statements and Supplementary Data. ----------------------------------------------------- Not Applicable Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. ------------------------------------ None Item 9A. Controls and Procedures. -------------------------------- Not Applicable Item 9B. Other Information. -------------------------- None PART III Item 10. Directors and Executive Officers of the Registrant. ------------------------------------------------------------ Not Applicable Item 11. Executive Compensation. -------------------------------- Not Applicable Item 12. Security Ownership of Certain Beneficial Owners and Management. ------------------------------------------------------------------------ Not Applicable 3 Item 13. Certain Relationships and Related Transactions. -------------------------------------------------------- None Item 14. Principal Accounting Fees and Services. ------------------------------------------------ Not Applicable PART IV Item 15. Exhibits, Financial Statement Schedules. ------------------------------------------------- (a) The following documents have been filed as part of this report. 1. None. 2. None. 3. Exhibits: 99.1 - Certification by 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. 99.2 - 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. (b) See Item 15(a) above. (c) Not Applicable 4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Lehman ABS Corporation, as Depositor for the Trust (the "Registrant") Dated: March 28, 2005 By: /s/ CHARLES M. WEAVER --------------------------- Name: Charles M. Weaver Title: Vice President 5

S&P LINKED INVESTMENT TRUST CERT SERIES 1997-SP-1 10-K