10-K 1 efc5-0764_5655538form10k.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: 001-31870 Lehman ABS Corporation, ----------------------- on behalf of: Corporate Backed Trust Certificates, Brunswick Corporation Note-Backed Series 2002-3 Trust --------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 13-3447441 -------------------------------------------------- ------------------------ (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 745 Seventh Avenue, New York, New York 10019 -------------------------------------------------- ------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 526-7000 Securities registered pursuant to Section 12(b) of the Act: Title of Class Name of Registered Exchange -------------- --------------------------- Corporate Backed Trust Certificates, New York Stock Exchange ("NYSE") Brunswick Corporation Note-Backed Series 2002-3 Securities registered pursuant to Section 12(g) of the Act: None 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 The distribution reports to security holders filed on Form 8-K during the fiscal year in lieu of reports on Form 10-Q which includes the reports filed on Form 8-K listed in Item 15(a) hereto. Introductory Note Lehman ABS Corporation (the "Depositor") is the Depositor in respect of the Corporate Backed Trust Certificates, Brunswick Corporation Note-Backed Series 2002-3 Trust (the "Trust"), a common law trust formed pursuant to the Standard Terms for Trust Agreements, dated as of January 16, 2001, between the Depositor and U.S. Bank Trust National Association, as trustee (the "Trustee"), as supplemented by a Series Supplement (the "Series Supplement") dated as of March 7, 2002 in respect of the Trust. The Trust's assets consist solely of notes issued by Brunswick Corporation. The Certificates do not represent obligations of or interests in the Depositor or the Trustee. Brunswick Corporation, the issuer of the underlying securities, is subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). For information on the issuer of the underlying securities, please see its periodic and current reports filed with the Securities and Exchange Commission (the "Commission") under Brunswick Corporation's Exchange Act file number, 001-01043. The Commission maintains a site on the World Wide Web at "http://www.sec.gov" at which users can view and download copies of reports, proxy and information statements and other information filed electronically through the Electronic Data Gathering, Analysis and Retrieval system, or "EDGAR." Periodic and current reports and other information required to be filed pursuant to the Exchange Act by the issuer of the underlying securities may be accessed on this site. Neither the Depositor nor the Trustee has participated in the preparation of such reporting documents, or made any due diligence investigation with respect to the information provided therein. Neither the Depositor nor the Trustee has verified the accuracy or completeness of such documents or reports. There can be no assurance that events affecting the issuer of the underlying securities or the underlying securities have not occurred or have not yet been publicly disclosed which would affect the accuracy or completeness of the publicly available documents described above. 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 Item 13. Certain Relationships and Related Transactions. -------------------------------------------------------- None 3 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. Trustee's Distribution Statements documented on Form 8-K regarding the distributions from the Trust to the certificateholders for the period from January 1, 2004 through and including December 31, 2004 have been filed with the Securities and Exchange Commission and are hereby incorporated by reference. Filing dates are listed below:

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 EXHIBIT INDEX

LEHMAN ABS CORP CORPORATE BACKED TRUST CERT 2002-3 10-K