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
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________.
Commission file number 033-91744-05
Corporate Asset Backed Corporation, on behalf of
CABCO Series 2004-101 Trust (Goldman Sachs Capital I)
(Exact name of registrant as specified in its charter)
Delaware 22-3281571
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
445 Broad Hollow Road, Suite 239, Melville, New York 11747
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (631) 587-4700
Securities registered pursuant to Section 12(b) of the Act:
Title of class Name of each Exchange on which registered
- -------------- -----------------------------------------
$150,000,000 CABCO Series 2004-101 New York Stock Exchange
Trust (Goldman Sachs Capital I)
Floating Rate Callable Certificates
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 such
filing 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 voting and non-voting common stock held by
non-affiliates of the registrant: All the common stock of Corporate Asset Backed
Corporation, the depositor of the trust, is held by UBS Americas Inc., its
parent.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date: As of March 1, 2005, 100 shares
of common stock of Corporate Asset Backed Corporation, the depositor of the
trust, par value $1.00 per share, were outstanding.
Table of Contents
Page
----
Introductory Note 5
Part I.
Item 1. Business. 6
Item 2. Properties. 6
Item 3. Legal Proceedings. 6
Item 4. Submission of Matters to a Vote of Security Holders. 6
Part II.
Item 5. Market for Registrant's Common Equity, Related Stockholder 6
Matters and Issuer Purchases of Equity Securities.
Item 6. Selected Financial Data. 6
Item 7. Management's Discussion and Analysis of Financial Condition 6
and Results of Operations.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 6
Item 8. Financial Statements and Supplementary Data. 6
Item 9. Changes in and Disagreements with Accountants on 7
Accounting and Financial Disclosure.
Item 9A. Controls and Procedures. 7
Item 9B. Other Information. 7
Part III.
Item 10. Directors and Executive Officers of the Registrant. 7
Item 11. Executive Compensation. 7
Item 12. Security Ownership of Certain Beneficial Owners and 7
Management and Related Stockholder Matters.
Item 13. Certain Relationships and Related Transactions. 7
Item 14. Principal Accounting Fees and Services. 7
Part IV.
Item 15. Exhibits and Financial Statement Schedules. 7
SIGNATURES.
EXHIBIT INDEX.
INTRODUCTORY NOTE
The Registrant is a trust (the "Trust") created by the Trust Agreement, dated as
of May 20, 2004, between Corporate Asset Backed Corporation, as the depositor
(the "Depositor"), and U.S. Bank Trust National Association, as trustee (the
"Trustee"), providing for the issuance of $150,000,000 aggregate certificate
principal balance of Floating Rate Callable Certificates relating to the 6.345%
Goldman Sachs Capital I Capital Securities due February 15, 2034 (the "GS
Securities"). The Certificates do not represent obligations of or interests in
the Depositor or the Trustee. The Certificates represent beneficial interests in
the Trust. The Trust's assets consist primarily of $150,000,000 principal amount
of the GS Securities, all payments on or collections in respect of the GS
Securities due on and after May 20, 2004, and the rights of the Trust under the
Swap Agreement, dated as of May 20, 2004, between the Trust and UBS AG, as the
swap counterparty. The Goldman Sachs Group, Inc., the guarantor of the GS
Securities, is subject to the informational requirements of the Securities
Exchange Act of 1934, and in accordance with those requirements files periodic
and current reports and other information (including financial information) with
the Securities and Exchange Commission ("SEC") (File No. 001-14965). You may
read and copy any reports, statements and other information filed by The Goldman
Sachs Group, Inc. with the SEC (a) over the Internet at the SEC website at
http://www.sec.gov containing reports, proxy statements and other information
regarding registrants that file electronically with the SEC and (b) at the SEC's
public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You can
also request copies of these documents upon payment of a copying fee, by writing
to the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at (800) SEC-0330 for further information on The
Goldman Sachs Group, Inc. and please refer to these periodic and current reports
filed with the SEC.
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 Certificates issued by CABCO Series 2004-101 Trust (Goldman Sachs
Capital I) represent investors' interests in the Trust and are represented
by one or more physical certificates registered in the name of Cede & Co.,
the nominee of The Depository Trust Company.
The Certificates are listed on the New York Stock Exchange.
ITEM 6. SELECTED FINANCIAL DATA.
Not Applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
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 AND
RELATED STOCKHOLDER MATTERS.
None.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Not Applicable.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Not Applicable.
(b) (1) Certification pursuant to Rule 13a-14 of the Securities Exchange Act
of 1934 is filed herewith as Exhibit 31.1.
(2) The Trustee's statement of compliance with respect to the Trust
Agreement is filed herewith as Exhibit 99.1.
(3) Report of Aston Bell, CPA is filed herewith as Exhibit 99.2.
(4) The Current Reports on Form 8-K filed by Corporate Asset Backed
Corporation during the Fiscal Year on behalf of CABCO Series 2004-101
Trust (Goldman Sachs Capital I) that included distribution reports to the
respective Certificateholders are incorporated herein as Exhibits 99.3 and
99.4.
(c) Not Applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 on this 31st day of
March 2005.
CORPORATE ASSET BACKED CORPORATION
as Depositor of the
CABCO Series 2004-101 Trust (Goldman Sachs Capital I)
By: /s/ Robert D. Vascellaro
------------------------
Name: Robert D. Vascellaro
Title: Vice President
EXHIBIT INDEX
Exhibit No. Description of Document
31.1 Rule 13a-14 Certification.
99.1 Trustee Statement of Compliance with respect to CABCO Series
2004-101 Trust (Goldman Sachs Capital I).
99.2 Report of Aston Bell, Certified Public Accountant.
99.3* and 99.4* Current Reports on Form 8-K filed by Corporate Asset Backed
Corporation during the Fiscal Year on behalf of CABCO Series
2004-101 Trust (Goldman Sachs Capital I) that included
distribution reports to the Certificateholders: Form 8-K Reports
filed on August 25, 2004 and November 24, 2004.
* Previously filed with the Securities and Exchange Commission