SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 1998 Commission File number: 33-55860
TIERS ASSET-BACKED SECURITIES, SERIES CHAMT TRUST 1997-7
(Issuer in respect of the TIERS Asset-Backed Securities, Series
CHAMT Trust 1997-7)
(Exact name of registrant as specified in its charter)
Delaware 52-6880113
(State or other jurisdiction (I.R.S. employer
of incorporation) identification no.)
c/o Delaware Trust Capital Management, Inc.
c/o First Union Trust Co., N.A.
920 King Street, One Rodney Square, 1st Floor
Wilmington, Delaware 19801
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code : (302)-888-7539
Securities registered pursuant to Section 12(b) of the Act:
TIERS Asset-Backed Securities, Series CHAMT Trust 1997-7 Class A Notes
Securities registered pursuant to Section 12(g) of the Act: None Indicate by
check mark whether the Registrant has (1) 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 have filed such reports) and (2) has been subject to such filing requirements
for the past 90 days. Yes ___ No __ State the aggregate market value of the
voting stock held by non-affiliates of the registrant. The Registrant has no
voting stock or class of common stock outstanding as of the date of this report.
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INTRODUCTORY NOTE
TIERS Asset-Backed Securities, Series CHAMT Trust 1997-7 (the "Issuer") is the
Issuer under the Series Trust Indenture, dated as of September 15, 1997,
incorporating the Standard Terms of the Trust Indenture, dated as of September
15, 1997 by and between the Issuer and U.S. Bank Trust National Association,
formerly First Trust of New York, National Association, as Trustee (the
"Trustee"), providing for the issuance of the TIERS Asset-Backed Securities,
Series CHAMT Trust 1997-7 Class A Notes (the "Notes"). The Issuer was
constituted pursuant to TIERS Asset-Backed Securities, Series CHAMT Supplement,
dated as of September 15, 1997 by and between Structured Products Corp. and
Delaware Trust Capital Management, Inc. (the "Owner Trustee"). The Notes do not
represent obligations of or interests in Structured Products Corp., the Trustee
or the Owner Trustee. Pursuant to staff administrative positions established in
various no-action letters, see e.g. Corporate Asset Backed Corporation ("CABCO")
(available August 9, 1995); Lehman Structured Assets, Inc. (available December
8, 1994), the Owner Trustee is not required to respond to various items of From
10-K. Such items are designated herein as "Not applicable."
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PART I
ITEM 1. BUSINESS
Not Applicable
ITEM 2. PROPERTIES
Not Applicable
ITEM 3. LEGAL PROCEEDINGS
Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The Notes issued by TIERS Asset-Backed Securities, Series CHAMT Trust 1997-7
representing investors' interests 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. To the best knowledge of the registrant, there is no
established public trading market for the Notes.
ITEM 6. SELECTED FINANCIAL DATA
Not Applicable
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Not Applicable
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Not Applicable
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
Not Applicable
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Not Applicable
ITEM 11. EXECUTIVE COMPENSATION
Not Applicable
PART II
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
(a) Not Available
(b) Not Applicable
(c) Not Applicable
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
PART IV
ITEM 14. EXHIBITS, FINANCIAL SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are also filed as part of
this Report:
3. i) Report of Aston Bell & Associates
ii) Schedule of Receipts and Disbursements
iii) Schedule of Assets and Changes in Asset Position
(b) None
(c) See item 14(a) (3) above
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the 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.
TIERS Asset-Backed Securities
Series CHAMT Trust 1997-7
By: Delaware Trust Capital
Management, Inc., not in its individual capacity,
but solely as Owner Trustee on behalf of TIERS
Asset-Backed Securities,
Series CHAMT Trust 1997-7
By:/S/STERLING C. CORREIA
-------------------------
Name: Sterling C. Correia
Title: Vice President
Dated as of : December 31, 1998
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EXHIBIT INDEX
EXHIBIT PAGE
1. Report of Aston Bell & Associates 1-6
TIERS ASSET-BACKED SECURITIES, SERIES CHAMT TRUST 1997-7
FINANCIAL STATEMENT
FOR THE YEAR ENDED JUNE 30, 1998
TOGETHER WITH AUDITOR'S REPORT
TIERS ASSET-BACKED SECURITIES, SERIES CHAMT TRUST 1997-7
<PAGE>
TABLE OF CONTENTS
DESCRIPTION PAGES
Independent Auditors' Report 3
Schedule of Cash Receipts and Disbursements 4
for the year ended June 30, 1998
Notes to Financial Statement 5 - 6
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Trustee of TIERS Asset-Backed Securities, Series
CHAMT Trust 1997-7
We have audited the accompanying Schedule of Receipts and
Disbursements (The "Schedule") of TIERS Asset-Backed Securities,
Series CHAMT Trust 1997-7 for the year ended June 30, 1998. This
Schedule is the responsibility of TIERS Asset-Backed Securities,
Series CHAMT Trust 1997-7 Trustees. Our responsibility is to express
an opinion on this Schedule based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the Schedule is free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the Schedule. An
audit also includes assessing the accounting principles used and
significant estimates made by the Trustees, as well as evaluating the
overall Schedule presentation. We believe that our audit provides a
reasonable basis for our opinion.
As described in Note 2, the financial statement presents receipts and
disbursements of the TIERS Asset-Backed Securities, Series CHAMT
Trust 1997-7 in accordance with the trust indenture and is not
intended to be a presentation of financial statements in accordance
with generally accepted accounting principles.
In our opinion, the Schedule referred to above presents fairly, in
all material respects, the receipts and disbursements of the TIERS
Asset-Backed Securities, Series CHAMT Trust 1997-7 for the year ended
June 30, 1998 on the basis of accounting as described in Note 2.
Aston Bell & Associates
January 15, 1999
3
<PAGE>
TIERS Asset-Backed Securities, Series
CHAMT Trust 1997-7
Schedule of Receipts and Cash
Disbursements
For the Year Ended June 30,
1998
RECEIPTS
Interest on $363,900,000 Chase Credit
Card Master Trust 1996-4
Asset Backed Certificates Class A $16,047,705
due July 15, 2006
Swap Payment received from West Deutsche
Landesbank 18,192,837
------------
Total Cash $ 34,240,542
Receipts ============
DISBURSEMENTS
Interest paid on $352,980,000 p.a.TIERS
Asset-Backed Securities,
Series CHAMT Trust 1997-7, Class A Notes $17,705,477
A Notes
Interest paid on $10,920,000 p.a. TIERS
Asset-Backed Securities,Series CHAMT
Trust 1997-7, Class B Certificates 487,360
Swap Payment paid to West Deutsche
Landesbank 16,047,705
------------
Total Cash $34,240,542
Disbursements ============
The accompanying notes are an integral part of the
financial statement
4
<PAGE>
ASTON BELL &
ASSOCIATES
TIERS ASSET-BACKED SECURITIES, SERIES CHAMT TRUST 1997-7
NOTES TO FINANCIAL STATEMENT
FOR THE YEAR ENDED JUNE 30, 1998
NOTE 1
TIERS Asset-Backed Securities, Series CHAMT Trust 1997-7 (the "Issuer") is the
Issuer under the Series Trust Indenture, dated as of September 15, 1997,
incorporating the Standard Terms of the Trust Indenture, dated as of September
15, 1997 by and between the Issuer and US Bank Trust National Association,
formerly First Trust of New York, National Association, as Trustee (the
"Trustee"), providing for the issuance of the TIERS Asset-Backed Securities,
Series CHAMT Trust 1997-7 Class A Notes (the "Notes").
The Issuer also issued the Class B Certificates, although not under the
aforementioned Indenture, and the Trustee is obligated under the Indenture to
apply certain funds to the payment of interest or principal on the Notes and on
the Class B Certificates.
The Issuer entered into an ISDA Master Agreement Branch together with the
related schedule and confirmation with Westdeutsche Landesbank Girozentrale, New
York (the "Swap Counterparty") under which the Issuer and the Swap Counterparty
are obligated to make certain payments to each other.
The Indenture provides that the Trustee will receive the payments due to the
Issuer from the Swap Counterparty and make all payments due to the Swap
Counterparty from the Issuer on the Issuer's behalf.
The Issuer was constituted pursuant to TIERS Asset-Backed
Securities, Series CHAMT Supplement, dated as of September 15,
1997 by and between Structured Products Corp. and Delaware Trust
Capital Management, Inc. (the "Owner Trustee").
5
<PAGE>
NOTE 2
The financial statement presents receipts and disbursements of the TIERS
Asset-Backed Securities, Series CHAMT 1997-7 in accordance with the trust
indenture and is not intended to be a presentation of financial statements in
accordance with generally accepted accounting principles. Certain financial
statement items are defined in the trust indenture as follows:
Term Assets - Chase Credit Card Master Trust, Class A Floating Rate Asset Backed
Certificates, Series 1996-4 (the "Term Assets"). The Term Assets are denominated
and payable in U.S. dollars (the "Term Assets Currency") and were issued in
minimum denominations of $1,000 and integral multiples in excess thereof.
TIERS ASSET-BACKED SECURITIES, SERIES CHAMT TRUST 1997-7
NOTES TO FINANCIAL STATEMENT
FOR THE YEAR ENDED JUNE 30, 1998
NOTE 2 - CONTINUED
SWAP Agreement - Under the Swap Agreement, the Issuer will pay to the Swap
Counterparty amounts equal to the payments of interest received on the Term
Assets(including any deferred interest), and the Swap Counterparty will pay to
the Issuer on each Distribution Date amounts equal to the interest payable on
the Notes on such date. If on any Distribution Date the amount received by the
Issuer on the Term Assets and paid to the Swap Counterparty is less than the
scheduled interest thereon, the Swap Counterparty shall reduce its payment to
the Issuer by the amount of such deficiency.
Class A Notes - The TIERSSM Asset-Backed Securities, Series CHAMT 1997-7,
offered hereby consist of $352,980,000 principal amount of the Issuer's Fixed
Rate Notes, Class A (the "Notes"). The Notes are denominated and payable in U.S.
dollars (the "Specified Currency") and were issued in minimum denominations of
$1,000 and multiples of $1,000 in excess thereof.
Class B Certificates -The Issuer also issued privately $10,920,000 principal
amount of its Floating Rate Certificates, Class B (the "Certificates"). The
Certificates are being used privately in a separate offering and are not being
offered hereby.
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