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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Corporate Asset Backed Corporation, on behalf of
CABCO Series 2004-101 Trust (Goldman Sachs Capital I)
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(Exact name of registrant as specified in its charter)
Delaware 22-3281571
(State of incorporation or organization) (IRS Employer Identification No.)
445 Broad Hollow Road, Suite 239,
Melville, New York 11747
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [X]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [_]
Securities Act registration statement file number to which this form relates:
033-91744-05.
Securities to be registered pursuant to Section 12(b) of the Act:
Title Of Each Class To Name Of Each Exchange On Which
Be So Registered Each Class Is To Be Registered
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CABCO Series 2004-101 Trust New York Stock Exchange, Inc.
(Goldman Sachs Capital I)
Floating Rate Callable Certificates
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
ITEM 1. Description of Registrant's Securities to be Registered.
The description of the CABCO Series 2004-101 Trust (Goldman Sachs
Capital I) Floating Rate Callable Certificates is contained in the Prospectus,
dated January 26, 2004, included in the Registrant's Registration Statement on
Form S-3 (No. 333-111572) under the caption "Description of the Certificates,"
which is incorporated herein by reference, and in the Prospectus Supplement,
dated May 13, 2004, filed with the Commission pursuant to Rule 424(b)(2) under
the Securities Act of 1933, under the caption "Description of the Certificates,"
which Prospectus Supplement, together with the Prospectus, shall be deemed to be
incorporated herein by reference.
ITEM 2. Exhibits.
The securities described herein are to be registered pursuant to
Section 12(b) of the Securities Exchange Act of 1934 on an exchange on which
other securities of the Registrant are currently registered. In accordance with
Part II to the instructions regarding exhibits on Form 8-A, the following
exhibits shall be filed with each copy of the Registration Statement filed with
such exchange.
1. Amended and Restated Certificate of Incorporation of Corporate
Asset Backed Corporation is set forth as Exhibit 3.1 to the Registrant's
Registration Statement on Form S-3 (File No. 333-61522), filed on May 23, 2001,
and is incorporated herein by reference.
2. Amended and Restated By-laws of Corporate Asset Backed
Corporation are set forth as Exhibit 3.2 to the Registrant's Registration
Statement on Form S-3 (File No. 333-61522), filed on May 23, 2001, and is
incorporated herein by reference.
3. Trust Agreement, dated as of May 20, 2004, (including a form of
CABCO Series 2004-101 Trust (Goldman Sachs Capital I) Floating Rate Callable
Certificate) is set forth as Exhibit 4.1 to the Current Report on Form 8-K,
dated May 20, 2004, and is incorporated herein by reference.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
CORPORATE ASSET BACKED
CORPORATION, on behalf of
CABCO Series 2004-101 Trust
(Goldman Sachs Capital I)
Date: May 21, 2004
By: /s/ James Hausmann
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Name: James Hausmann
Title: Vice President