<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 25, 2000
REGISTRATION NO. 333-35128
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------------
PRE-EFFECTIVE AMENDMENT NO. 1
TO THE REGISTRATION STATEMENT ON
FORM S-6
----------------------------------------
FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
----------------------------------------
A. EXACT NAME OF TRUST:
TIERS(SM) CORPORATE-BACKED TRUST, SERIES 1
B. NAME OF DEPOSITOR:
STRUCTURED PRODUCTS CORP.
C. COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICE:
STRUCTURED PRODUCTS CORP.
390 Greenwich Street - 6th floor
New York, NY 10013
D. NAMES AND COMPLETE ADDRESS OF AGENT FOR SERVICE:
COPY:
MATTHEW R. MAYERS ROSE F. DIMARTINO, ESQ.
390 Greenwich Street - 6th Floor 787 Seventh Avenue
New York, NY 10013 New York, NY 10019
E. TITLE OF SECURITIES BEING REGISTERED:
An indefinite number of Certificates pursuant to Rule 24f-2 promulgated
under the Investment Company Act of 1940, as amended.
F. APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC:
As soon as practicable after the effective date of the Registration
Statement.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration shall thereafter become effective in accordance with Section
8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting pursuant to
said Section 8(a) may determine.
<PAGE>
TIERS(SM) Corporate-Backed Trust, Series 1
Cross Reference Sheet
Pursuant to Rule 404(c) of Regulation C
under the Securities Act of 1933
(Form N-8B-2 Items required by Instructions as
to the Prospectus in Form S-6)
<TABLE>
<CAPTION>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
I. Organization and General Information
<S> <C> <C>
1. (a) Name of Trust................................. Cover pages.
(b) Title of Securities issued.................... Cover pages.
2. Name and address of each depositor................ The Sponsor; Part II, B.
3. Name and address of trustee....................... Description of the Trust Agreement; Part II, B.
4. Name and address of principal underwriter......... Method of Distribution.
5. State of organization of trust.................... Formation of the Trust.
6. Dates of execution and termination of trust
agreement......................................... Formation of the Trust; Description of the
Trust Agreement--Termination of the Trust.
7. Changes of name................................... Not applicable.
8. Fiscal year....................................... Records and Reports.
9. Litigation........................................ Formation of the Trust.
II. General Description of the Trust and
Securities of the Trust
10. (a) Registered or bearer securities............... Description of the Certificates--Book-entry
Certificates.
(b) Cumulative or distributive securities......... Description of the Certificates--Distributions.
(c) Redemption.................................... Description of the Certificates--Redemption
Right.
(d) Conversion, transfer, etc..................... Description of the Certificates--Book-entry
Certificates.
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(e) Periodic payment plan......................... Not applicable.
(f) Voting rights................................. Description of the Trust Agreement--Voting
Rights,--Voting of Underlying Debentures.
(g) Notice to certificateholders.................. Description of the Certificates--Modifications
or Amendments.
(h) Consents required............................. Description of the Certificates--Registration
of Trustee.
(i) Other provisions.............................. Not applicable.
11. Type of securities comprising units............... Description of the Underlying Debentures;
Appendix A.
12. Certain information regarding periodic payment
certificates...................................... Not applicable.
13. (a) Load, fees, expenses, etc..................... Summary; Description of the Underlying
Debentures--Underwriter's Profits.
(b) Certain information regarding periodic payment
certificates.................................. Not applicable.
(c) Certain percentages........................... Not applicable.
(d) Certain differences in prices................. Not applicable.
(e) Certain other fees, etc. payable by holders... Summary; Description of the Certificates--
Trustee Fees Upon Redemption of Certificates
or Issuance of Additional Certificates.
(f) Certain other profits......................... Risk Factors--Possible Conflicts of Interest;
Description of the Underlying Debentures--The
Underwriter and the Underlying Issuers.
(g) Ratio of annual charges to income............. Not applicable.
14. Issuance of trust's securities.................... Description of the Certificates--Book-entry
Certificates.
15. Receipt and handling of payments from purchasers Use of Proceeds; Method of Distribution.
16. Acquisition and disposition of underlying securities Formation of the Trust; Description of the
Certificates--In-Kind Distribution of
Underlying Debenture Following Rating
Downgrade, Payment Default or Acceleration.
ii
<PAGE>
17. Withdrawal or redemption.......................... Description of the Certificates--Redemption
Right.
18. (a) Receipt, custody and disposition of income.... Description of the Certificates--Distributions.
(b) Reinvestment of distributions................. Not applicable.
(c) Reserves or special funds..................... Not applicable.
(d) Schedule of distributions..................... Not applicable.
19. Records, accounts and reports..................... Records and Reports.
20. Certain miscellaneous provisions of trust agreement
(a) and (b) Amendment and Termination............. Description of the Trust Agreement--
Modifications or Amendments.
(c) and (d) Trustee, removal and successor........ Description of the Trust Agreement--
Resignation of Trustee.
(e) and (f) depositor, removal and successor...... Not applicable.
21. Loans to security holders......................... Not applicable.
22. Limitations on liability.......................... Description of the Trust Agreement--the
Trustee; Miscellaneous;
23. Bonding arrangements.............................. Part II, A. I.
24. Other material provisions of trust agreement...... Not applicable.
III. Organization, Personnel and
Affiliated Persons of Depositor
25. Organization of depositor......................... The Sponsor.
26. Fees received by depositor........................ Not applicable.
27. Business of depositors............................ The Sponsor.
28. Certain information as to officials and affiliated
persons of depositors............................. The Sponsor; Description of the Underlying
Debentures.
iii
<PAGE>
29. Voting securities of depositor.................... The Sponsor.
30. Persons controlling depositor..................... Not applicable.
31. Payments by depositor for certain services rendered
to trust.......................................... Not applicable.
32. Payments by depositor for certain other services
rendered to trust................................. Not applicable.
33. Remuneration of employees of depositor for certain
services rendered to trust........................ Not applicable.
34. Remuneration of other persons for certain services
rendered to trust................................. Not applicable.
IV. Distribution and Redemption of Securities
35. Distribution of trust's securities by states...... Not applicable.
36. Suspension of sales of trust's securities......... Not applicable.
37. Revocation of authority to distribute............. Not applicable.
38. (a) Method of distribution........................ Method of Distribution.
(b) Underwriting agreements....................... Method of Distribution.
(c) Selling agreements............................ Not applicable.
39. (a) Organization of principal underwriter......... Method of Distribution.
(b) NASD membership of principal underwriter Method of Distribution.
40. Certain fees received by principal underwriters... Not applicable.
41. (a) Business of each principal underwriter....... Method of Distribution.
(b) Branch offices of each principal underwriter. Not applicable.
(c) Salesmen of each principal underwriter....... Not applicable.
42. Ownership of trust's securities by certain persons Not applicable.
iv
<PAGE>
43. Certain brokerage commissions received by principal
underwriters...................................... Not applicable.
44. (a) Method of valuation.......................... Description of Certificates--General.
(b) Schedule as to offering price................ Not applicable.
(c) Variation in offering price to certain persons Not applicable.
45. Suspension of redemption rights................... Not applicable.
46. (a) Redemption valuation......................... Description of the Certificates--In-Kind
Distribution of Underlying Debenture Following
Downgrade, Payment Default or Acceleration.
(b) Schedule as to redemption price.............. Not applicable.
47. Maintenance of position in underlying securities.. Not applicable.
V. Information Concerning the Trustee
or Custodian
48. Organization and regulation of trust.............. Description of the Trust Agreement--The
Trustee.
49. Fees and expenses of trustee...................... Summary; Description of the Trust Agreement--
The Trustee; Description of the Certificates--
Trustee Fees Upon Redemption of Certificates
or Issuance of Additional Certificates.
50. Trustee's lien.................................... Not applicable.
VI. Information Concerning Insurance of
Holders of Securities
51. Insurance of holders of trust's securities........ Not applicable.
VII. Policy of Restraint
52. (a) Provisions of trust agreement with respect
to selection or elimination of underlying
securities..................................... Description of the Certificates--In-Kind
Distribution of Underlying Debenture Following
Downgrade, Payment Default or
v
<PAGE>
Acceleration.
(b) Transactions involving elimination of underlying
securities..................................... Not applicable.
(c) Policy regarding substitution or elimination of
underlying securities.......................... Description of the Certificates--In-Kind
Distribution of Underlying Debenture Following
Downgrade, Payment Default or Acceleration.
(d) Fundamental policy not otherwise covered...... Not applicable.
53. Tax status of Trust............................... Certain Federal Income Tax Considerations.
VIII. Financial and Statistical Information
54. Trust's securities during last ten years.......... Not applicable.
55. Periodic plan transcript.......................... Not applicable.
56. Certain information regarding periodic payment
certificates...................................... Not applicable.
57. Periodic plan certificate terminations............ Not applicable.
58. Periodic plan certificate non-payments............ Not applicable.
59. Financial statements.............................. Report of Independent Accountants; Statement
of Condition as of ______ __, 2000
</TABLE>
vi
<PAGE>
The information in this prospectus is not complete and may be changed. We will
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell the securities and it is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
Subject to Completion, Dated _____________, 2000
--------------------------------------------------------------------------------
PROSPECTUS
--------------------------------------------------------------------------------
Structured Products Corp., the Sponsor
$______ TIERS(SM) Corporate-Backed Certificates
issued by
TIERS(SM) Corporate-Backed Trust, Series 1
---------------------
The Trust will issue a single class of Certificates, which will represent
interests in the Trust and will be paid only from the assets of the Trust. The
Trust will own the debentures described on Appendix A (the "Underlying
Debentures"), and all future payments of interest and principal due on the
Underlying Debentures, as described in this Prospectus.
The Certificates will evidence the right to receive semi-annual
distributions on the principal amount of your Certificates at an interest rate
of __% per annum and the right to receive your pro rata amount of a single
payment of principal due on the Underlying Debentures on ____________ or on such
earlier date as described in this Prospectus.
Prior to this offering, there has been no public market for the
Certificates. The Certificates have been approved, subject to notice of
issuance, for listing on the __________ Exchange under the symbol "_______". The
trading price of the Certificates can fluctuate and, at times, may be higher or
lower than the value of the Trust's assets. You should fully consider the risk
factors on pages __ in this Prospectus prior to investing in the Certificates,
including the costs and risks associated with a distribution of Underlying
Debentures to Certificateholders following certain events. The Certificates have
no trading history, and the value and price of the Certificates may fluctuate.
--------------------
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE. NO GOVERNMENTAL AGENCY OR INSTRUMENTALITY
HAS INSURED OR GUARANTEED THE CERTIFICATES OR THE UNDERLYING DEBENTURES.
INVESTORS SHOULD READ THIS PROSPECTUS CAREFULLY AND RETAIN IT FOR FUTURE
REFERENCE.
--------------------
The Certificates are offered by Salomon Smith Barney Inc. (the "Underwriter")
subject to prior sale and to the Underwriter's right to reject any order in
whole or in part and to withdraw, cancel or modify the offer without notice. The
Underwriter proposes to offer the Certificates at 100% of their principal
amount. In connection with this offering, the Underwriter may overallot or
effect transactions which stabilize or maintain the market price of the
Certificates at a level above that which might otherwise prevail in the open
market. Such stabilizing, if commenced, may be discontinued at any time.
It is expected that delivery of the Certificates will be made in book-entry form
through the facilities of The Depository Trust Company on or about ______ __,
2000.
"TIERS(SM)" is a service mark of Salomon Smith Barney Inc.
--------------------
Salomon Smith Barney
___________, 2000
<PAGE>
TABLE OF CONTENTS
Page
INFORMATION ABOUT CERTIFICATES.................................................1
SUMMARY........................................................................2
RISK FACTORS...................................................................7
FORMATION OF THE TRUST.........................................................8
THE SPONSOR....................................................................9
USE OF PROCEEDS................................................................9
THE UNDERLYING ISSUERS.........................................................9
DESCRIPTION OF THE UNDERLYING DEBENTURES......................................10
DESCRIPTION OF THE CERTIFICATES...............................................11
DESCRIPTION OF THE TRUST AGREEMENT............................................15
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS.....................................18
METHOD OF DISTRIBUTION........................................................18
RATINGS.......................................................................19
RECORDS AND REPORTS...........................................................19
MISCELLANEOUS.................................................................19
APPENDIX A--Description of Underlying Debentures.............................A-1
APPENDIX B--Report of Independent Accountants; Statement of Condition as
of _______ __, 2000.........................................................B-1
--------------------------------------------------------------------------------
INFORMATION ABOUT CERTIFICATES
You are urged to read this Private Placement Memorandum in full to obtain
material information concerning the Certificates.
We include cross-references in this Private Placement Memorandum to
captions where you can find further related discussions. The Table of Contents
for this Private Placement Memorandum identifies the pages where these sections
are located.
You can find a listing of the pages where capitalized terms used in this
Prospectus are defined under the caption "Index of Terms" on page 20.
You should rely only on the information contained in this Prospectus.
Neither the Sponsor nor the Underwriter has authorized any other person to
provide you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. Neither the Sponsor nor the
Underwriter is making an offer to sell these securities in any jurisdiction
where the offer or sale is not permitted.
1
<PAGE>
SUMMARY
This summary highlights selected information from this Prospectus to help
you understand the Certificates described in this document. You should carefully
read the entire Prospectus to fully understand the terms of the Certificates as
well as certain tax and other considerations that are important to you in making
a decision about whether to invest in the Certificates. You should, in
particular, carefully review the section entitled "Risk Factors," which
highlights certain risks, to determine whether an investment in the Certificates
is appropriate for you. All of the information set forth below is qualified in
its entirety by the more detailed explanation set forth elsewhere in this
Prospectus.
Establishment of the Trust..............Structured Products Corp., the Sponsor,
has established a Trust designated as
TIERS(SM) Corporate-Backed Trust, Series
1. The assets of the Trust will consist
of the Underlying Debentures described
on Appendix A, and payments of principal
and interest made on the Underlying
Debentures as discussed in more detail
under "Description of the Certificates."
The assets of the Trust will be
unmanaged, i.e., the Underlying
Debentures may not be sold and no new
security may be added. However, the
Trust's assets and the aggregate
principal amount of outstanding
Certificates may decrease or increase as
a result of in-kind withdrawals or
deposits of the Underlying Debentures
during the life of the Trust as
described more fully herein.
Purpose of the Trust....................The Certificates are designed to serve
as a benchmark for the overall U.S.
corporate bond market. The Underlying
Debentures represent a select group of
large corporate issuers that are leaders
in their respective industries. The
Certificates will provide current income
to Certificateholders. Payments of
principal and interest on the Underlying
Debentures will be passed through to
Certificateholders as described herein.
Offered Securities......................The Trust will issue the Certificates in
a single class. Each $____ principal
amount of Certificates represents $_____
principal amount of each of the
Underlying Debentures.
As a holder of Certificates, you will
have the right to receive from the
Trust:
o periodic distributions of interest on
the principal amount of your
Certificates accruing from the Closing
Date at a rate of __% per annum, on
each
2
<PAGE>
[___] and [____], commencing on
[____], until the Maturity Date or the
date the principal amount of your
Certificates is paid in full as
described below;
o your pro rata share of a single
payment of principal of $_____ on
[_____] (the "Maturity Date"), which
is also the maturity date of each of
the Underlying Debentures; and
o your pro rata share of any other
payments that may be made on the
Underlying Debentures.
Principal Risk Factors..................The Certificates are subject to a number
of risks, including the following
principal risks:
o No investigation of the Underlying
Debentures or the Underlying Issuers
has been made by the Sponsor, the
Underwriter or the Trustee.
o The Underlying Issuers are the only
payment source for the Certificates.
o There is no assurance of a liquid
secondary market for the Certificates.
o There is no assurance that a liquid
secondary market will develop in the
event Underlying Debentures are
withdrawn by or distributed to
Certificateholders.
o The market value of the Certificates
may fluctuate.
o The Underwriter and its affiliates
have ongoing relationships with the
Underlying Issuers which may result in
certain conflicts of interest.
You should carefully review the section
entitled "Risk Factors" for a more
detailed explanation of the foregoing
principal risks.
Fees and Expenses.......................
The Sponsor is responsible for paying
all ordinary expenses associated with
organizing and operating the Trust,
including Trustee fees, custody fees,
legal and accounting expenses, SEC
registration fees, evaluation costs,
exchange listing fees and printing
costs. The Trust has no obligation to
pay any of the foregoing operating
expenses.
The Trustee will charge
Certificateholders a fee of $_____ for
processing a redemption of Certificates,
and may charge a fee to persons who
deposit
3
<PAGE>
Underlying Debentures with the Trust in
exchange for Certificates.
Public Offering Price...................100% of the principal amount of the
Certificates, or $____ per Certificate.
The public offering price equals the
average price that the Trust paid for
the Underlying Debentures on the Closing
Date. Because the Trust will not issue
or redeem Certificates after the Closing
Date for cash, the net asset value of
the Trust will not published or
calculated by the Trustee, the Sponsor,
the Underwriter or any other party.
Underlying Debentures...................The Underlying Debentures are described
in Appendix A hereto and consist of
obligations of the following issuers
(the "Underlying Issuers"):
[-----------]
[-----------]
Each of the Underlying Debentures will
be purchased by the Trust on the Closing
Date in the initial offering of the
Underlying Debentures by the Underlying
Issuers. The Trust will hold the entire
issue of each of the Underlying
Debentures.
Redemption Right........................A holder of the Certificates may redeem
its Certificates for its pro rata share
of the Underlying Debentures by
delivering a proper notice of redemption
and Certificates in minimum
denominations or integral multiples
thereof to the Trustee during the
Trustee's normal business hours. At the
time of the redemption, the holder must
pay the Trustee a processing fee in
connection with the redemption. See
"Description of the
Certificates--Trustee Fees Upon
Redemption of Certificates or Issuance
of Additional Certificates.." A
redeeming Certificateholder should
receive the Underlying Debentures no
later than the Business Day after the
Trustee receives a proper notice of
redemption and delivery of the
Certificates. Certificates may be
redeemed only in minimum denominations.
Certificates may not be redeemed for
cash.
Underwriting Fees.......................If you purchase Certificates in the
initial public offering from the
Underwriter, you will not pay any sales
charge or underwriting commission. If
you purchase Certificates in the
secondary market from the Underwriter or
another broker-dealer, that
broker-dealer may earn amounts based on
the bid/asked
4
<PAGE>
spread of Certificates bought and sold
by it in the secondary market. In
addition, you may be charged sales
charges or other fees by your broker if
it is other than the Underwriter.
Issuance of Additional Certificates
Upon Deposit of Additional
Underlying Debentures...................After the initial public offering, you
may acquire Certificates in two ways:
o through an in-kind deposit of the
required amount of Underlying
Debentures with the Trustee, or
o through a cash purchase in the
secondary market.
At any time after the initial offering,
you may deposit the required principal
amount of each of the Underlying
Debentures with the Trustee during the
Trustee's normal business hours in
exchange for Certificates in a principal
amount equal to the sum of the principal
amounts of the Underlying Debentures
deposited with the Trustee. At the time
of the deposit, the person making the
deposit must pay the Trustee's fees and
expenses incurred in connection with the
deposit. See "Description of the
Certificates--Trustee Fees Upon
Redemption of Certificates or Issuance
of Additional Certificates."
Certificateholders should receive the
Certificates no later than the Business
Day after the Trustee receives a proper
notice of deposit and delivery of the
Underlying Debentures. Any such
additional Certificates issued will rank
pari passu with the initial
Certificates.
In-Kind Distribution of
Underlying Debentures
Following Rating Downgrade,
Payment Default or Acceleration.........If a Rating Downgrade, Payment Default
or an Acceleration (each as defined
herein) occurs with respect to any of
the Underlying Debentures (such
Underlying Debentures, "Affected
Underlying Debentures"), the Trustee
will make an in-kind distribution of
such Affected Underlying Debenture to
the holders of Certificates on a pro
rata basis according to the principal
amount of Certificates held.
5
<PAGE>
Trustee and Trust Agreement.............U.S. Bank Trust National Association
will act as Trustee pursuant to a trust
agreement dated as of the Closing Date.
You may inspect the trust agreement and
any supplement to it at the office of
the Trustee at 100 Wall Street, Suite
1600, New York, NY 10005. In general,
the Trustee has the right to vote and
give consents and waivers in respect of
the Underlying Debentures.
Denominations; Specified Currency.......Certificates will be issued in minimum
denominations of $_______ and integral
multiples thereof. Distributions paid on
the Certificates will be paid in United
States dollars.
Registration, Clearance and
Settlement..............................Your Certificates will be registered in
the name of Cede & Co., as the nominee
of The Depository Trust Company.
Tax Considerations......................Willkie Farr & Gallagher, counsel to the
Sponsor, is of the opinion that under
existing law (1) the Trust will be a
grantor trust and not a partnership or
an association taxable as a corporation;
and (2) your Certificates will represent
beneficial interests in the Underlying
Debentures. For information reporting
purposes, interest payments on the
Underlying Debentures will be reported
as interest and not original issue
discount and will be included in your
income as it is paid (or, if you are an
accrual method taxpayer, as it is
accrued) as interest (and not as
original issue discount).
ERISA Considerations....................Employee benefit plans subject to the
Employee Retirement Income Security Act
of 1974, as amended, and individual
retirement accounts, Keogh plans and
other similar plans may purchase the
Certificates without restrictions.
Ratings.................................It is a condition to issuance of the
Certificates that they be rated "__" and
"___" by Moody's Investors Service, Inc.
and Standard & Poor's Ratings Services,
respectively.
[Listing................................The Certificates have been approved for
listing on the __________ Exchange under
the symbol "__", subject to official
notice of issuance.]
6
<PAGE>
RISK FACTORS
You should consider the following factors in deciding whether to
purchase the Certificates:
1. No Investigation of the Underlying Debentures or the Underlying Issuers has
been made by the Sponsor, the Underwriter or Trustee. None of the Sponsor,
the Underwriter or the Trustee has made, or will make, any investigation of
the business condition, financial or otherwise, of any Underlying Issuer,
or verify any reports or information filed by any Underlying Issuer with
the Securities and Exchange Commission (the "Commission") or otherwise made
available to the public. It is strongly recommended that prospective
investors in the Certificates consider publicly available financial and
other information regarding each Underlying Issuer. See "The Underlying
Issuers "Description of the Underlying Debentures," and "Appendix
A--Description of Underlying Debentures."
2. Underlying Issuers are the Only Payment Source. None of the Sponsor, the
Underwriter, the Trustee or any of their affiliates are liable for any
default or defect in any Underlying Debenture. The payments made by the
Underlying Issuers on the Underlying Debentures are the only source of
payment for your Certificates. Each Underlying Issuer is subject to laws
permitting bankruptcy, moratorium, reorganization or other actions; should
an Underlying Issuer experience financial difficulties, this could result
in delays in payment, partial payment or non-payment of your Certificates.
In the event of nonpayment on the Underlying Debentures by an Underlying
Issuer, you will bear the risk of such nonpayment. Because the assets of
the Trust are unmanaged, the Trust will retain an Underlying Debenture
despite adverse developments relating to its Underlying Issuer. However, if
a Rating Downgrade, Payment Default or an Acceleration occurs with respect
to any of the Underlying Debentures, the Trustee will make an in-kind
distribution of such Affected Underlying Debenture to the holders of
Certificates on a pro rata basis according to the principal amount of
Certificates held. See "Description of the Certificates--In-Kind
Distribution of Underlying Debenture Following Rating Downgrade, Payment
Default or Acceleration."
3. No Assurance of Secondary Market Liquidity. There is no assurance that any
secondary market will develop or be maintained for the Certificates even
though the Certificates will be listed on the [________] Exchange. The
Underwriter currently intends, but is not obligated, to make a market in
the Certificates. If a secondary market does develop, there can be no
assurance that it will provide Certificateholders with liquidity or that it
will continue for the life of the Certificates. However, Certificateholders
may redeem their Certificates and obtain their pro rata share of the
Underlying Debentures at any time. See "Description of the
Certificates--Redemption Right."
4. Limited Liquidity of Underlying Debentures. Each of the Underlying
Debentures will be purchased by the Trust on the Closing Date in the
initial offering of the Underlying Debentures by the Underlying Issuers.
The Trust will hold the entire issue of each of the Underlying Debentures.
Accordingly, there will be no trading market for the Underlying Debentures
and, if a Certificateholder redeems its Certificates for its pro rata share
of the Underlying Debentures or receives an in-kind distribution of an
Affected Underlying Debenture following a Rating Downgrade, Payment Default
or Acceleration, there can be no assurance that a secondary market will
develop that will allow such Certificateholder to dispose of the Underlying
Debentures. If no market develops, a Certificateholder may be
7
<PAGE>
required to hold the distributed Underlying Debenture for an indefinite
period of time until it is paid in full at maturity.
5. Fluctuation in Certificate Value. The value of the Certificates will
fluctuate and may be adversely affected by increasing interest rates as
well as the financial condition of the Underlying Issuers of the Underlying
Debentures. Generally speaking, bonds with longer maturities will fluctuate
in value more than bonds with shorter maturities. In recent years there
have been wide fluctuations in interest rates and in the value of
fixed-rate bonds generally. The Trust cannot predict the direction or scope
of any future fluctuations. Accordingly, the value of your Certificates or
the value of Underlying Debentures received in an in-kind redemption may be
less than the cost of your Certificates. In addition, the trading price of
the Certificates on the [________] Exchange or from a broker-dealer might
differ from the aggregate market prices for the Underlying Debentures that
would prevail for the Underlying Debentures if the Underlying Debentures
traded independently.
6. Changes in the Size and Composition of the Trust May Adversely Affect
Liquidity. The size and composition of the Trust may change over time. The
size of the Trust will be affected by the level of redemptions of
Certificates that may occur from time to time. This will depend upon the
number of investors seeking to redeem their Certificates. In addition, the
size of the Trust will be reduced upon the in-kind distribution of any
Underlying Debenture following a Rating Downgrade, Payment Default or
Acceleration with respect to such Affected Underlying Debenture. The
liquidity of the Certificates could be adversely affected should the size
of the Trust materially decrease.
7. Possible Conflicts of Interest. The Underwriter, the Sponsor and their
affiliates have provided, and may continue to provide, investment banking
services and other services and products to the Underlying Issuers in
connection with their businesses. In addition, the Underwriter will receive
fees for acting as placement agent in connection with the acquisition of
the Underlying Debentures by the Trust. Certain investment banking or other
relationships and activities may result in conflicts of interest with
respect to the financial interest of the Underwriter, the Sponsor and their
affiliates, on the one hand, and the initial selection of the Underlying
Debentures, on the other hand. The Sponsor will attempt to ensure a fair
resolution of any conflicts that may arise.
FORMATION OF THE TRUST
Structured Products Corp. (the "Sponsor") intends to establish a unit
investment trust, designated as TIERS(SM) Corporate - Backed Trust, Series 1
(the "Trust") under New York law pursuant to a Trust Agreement to be dated as of
the Closing Date (the "Trust Agreement"). Concurrently with the execution and
delivery of the Trust Agreement, the Sponsor will deposit or cause to be
deposited the proceeds from the offering of the Certificates in an amount
sufficient for the Trust to purchase the debentures described on Appendix A
hereto (collectively, the "Underlying Debentures") issued by issuers identified
thereon (each, an "Underlying Issuer"). The Trustee, on behalf of the Trust,
will purchase such Underlying Debentures and will deliver the Certificates to or
upon the order of the Sponsor. The "Closing Date" means the date the Trust
purchases the Underlying Debentures and delivers the Certificates to or upon the
order of the Sponsor. The assets of the Trust will consist of the Underlying
Debentures and payments of principal and interest made by an Underlying Issuer
on an Underlying Debenture as discussed in more detail under "Description of the
Certificates." The Underlying Debentures will be purchased by the Trustee, on
behalf of the
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Trust, in connection with the initial issuance of the Underlying Debentures by
the Underlying Issuers. The Trustee will hold the Underlying Debentures for the
benefit of the holders of the Certificates (the "Certificateholders").
The Sponsor does not know of any pending litigation as of the date of this
Prospectus which might reasonably be expected to have a material adverse effect
upon the Trust.
THE SPONSOR
The Sponsor was incorporated in the State of Delaware on November 23, 1992,
as an indirect, wholly-owned, limited-purpose finance subsidiary of Salomon
Smith Barney Holdings Inc. The Sponsor does not engage in any business or other
activities other than issuing and selling securities from time to time and
acquiring, owning, holding, pledging and transferring assets in connection
therewith or with the creation of a trust and in activities related or
incidental thereto. The Sponsor does not have, nor is it expected to have, any
significant unencumbered assets. The Sponsor's principal executive offices are
located at 390 Greenwich Street, 6th floor, New York, New York 10013 (telephone
(212) 723-9654).
The Sponsor has adopted a code of ethics requiring preclearance and
reporting of personal securities transactions by its personnel who have access
to information on Trust portfolio transactions. The code is intended to prevent
any act, practice or course of conduct which would operate as a fraud or deceit
on the Trust and to provide guidance to these persons regarding standards of
conduct consistent with the Sponsor's responsibilities to the Trust.
USE OF PROCEEDS
The net proceeds to be received by the Trust from the sale of the
Certificates will be used by the Trust to purchase the Underlying Debentures,
which, after the purchase thereof, together with principal and interest thereon,
will be the sole assets of the Trust.
THE UNDERLYING ISSUERS
This Prospectus does not provide information with respect to any Underlying
Issuer. No investigation has been made of the financial condition or
creditworthiness of any Underlying Issuer or any of its subsidiaries in
connection with the issuance of the Certificates.
Each Underlying Issuer is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith
files reports, proxy statements and other information with the Commission.
Reports, proxy statements and other information filed by an Underlying Issuer
with the Commission pursuant to the informational requirements of the Exchange
Act can be inspected and copied at the public reference facilities maintained by
the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the following Regional Offices of the Commission:
New York Regional Office, Seven World Trade Center, 13th Floor, New York, New
York 10048, and Chicago Regional Office, John C. Kluczynski Federal Building,
Northwest Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such material can also be maintained upon written request
addressed to the Securities and Exchange Commission, Public Reference Section,
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
The Commission maintains a web site at http://www.sec.gov containing reports,
proxy statements and other information regarding
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registrants. Such reports, proxy statements and other information can also be
inspected at the offices of the New York Stock Exchange, on which one or more of
an Underlying Issuer's securities are listed.
This Prospectus, the Underlying Debentures Prospectuses and the Underlying
Debentures Registration Statements describe the material terms of the Underlying
Debentures. This Prospectus is qualified in its entirety by, and should be read
in conjunction with, (i) the Underlying Debentures Prospectuses and (ii) the
Underlying Debentures Registration Statements. No representation is made by the
Trust, the Trustee, the Underwriter or the Sponsor as to the accuracy or
completeness of the information contained in the Underlying Debentures
Prospectuses or the Underlying Debentures Registration Statements.
DESCRIPTION OF THE UNDERLYING DEBENTURES
The Underlying Debentures were issued by the Underlying Issuers directly to
the Trust and are listed on Appendix A hereto. The Underlying Debentures have
the characteristics described in the prospectuses and the prospectus supplements
(each, an "Underlying Debentures Prospectus") pursuant to which the Underlying
Debentures were offered. The Underlying Debentures were issued pursuant to
registration statements (each, together with all amendments and exhibits
thereto, an "Underlying Debentures Registration Statement"), filed by the
Underlying Issuers with the Commission under the Securities Act of 1933, as
amended (the "Securities Act"). Distributions of interest are required to be
made on the Underlying Debentures semi-annually on the [___] day of each [___]
and [___], commencing on [___], or if such day is not a Business Day, on the
next succeeding Business Day, and repayment of principal is required to be made
on [___] (the "Maturity Date"). The Underlying Debentures are not callable by an
Underlying Issuer.
This Prospectus sets forth material terms with respect to the Underlying
Debentures, but does not provide detailed information with respect thereto. This
Prospectus relates only to the Certificates offered hereby and is not an
offering document for the Underlying Debentures. All disclosure contained herein
with respect to the Underlying Debentures is derived from publicly available
documents described above. Each Underlying Issuer is subject to the information
reporting requirements of the Exchange Act. Accordingly, each Underlying Issuer
is obligated to file reports and other information with the Commission.
Information contained in such documents and reports is as of the date(s) stated
therein, and comparable information, if given as of the date hereof, may be
different. There can be no assurance that events affecting the Underlying
Debentures or the Underlying Issuers have not occurred, which have not yet been
publicly disclosed, which would affect the accuracy or completeness of the
publicly available documents described above.
Ratings
Each of the Underlying Debentures have been rated by Moody's Investors
Service, Inc. ("Moody's") and by Standard & Poor's Ratings Services, a division
of the McGraw-Hill Companies ("S&P"). The respective ratings of Moody's and S&P,
as of the Closing Date, for each of the Underlying Debentures have been set
forth in Appendix A. Any rating of the Underlying Debentures is not a
recommendation to purchase, hold or sell such Underlying Debentures or the
Certificates, and there can be no assurance that a rating will remain for any
given period of time or that a rating will not be revised or withdrawn entirely
by a rating agency if in its judgment circumstances in the future so warrant.
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The Underwriter and the Underlying Issuers
From time to time, Salomon Smith Barney Inc. (the "Underwriter") may be
engaged by an Underlying Issuer as an underwriter or a placement agent, in an
advisory capacity or in other business arrangements. In addition, the
Underwriter or another affiliate of the Sponsor may make a market in other
outstanding securities of an Underlying Issuer.
Underwriter's Profits
You will not pay any sales load in connection with purchases of
Certificates from the Underwriter in the initial public offering. If the
Underwriter sells you Certificates in the secondary market, the Underwriter may
realize profits or sustain losses in the amount of any difference between the
prices at which it buys Certificates and the prices at which it resells these
Certificates. In addition to any applicable bid/asked spread, you may be charged
sales charges or other fees if you buy shares in the secondary market from a
broker other than the Underwriter.
Cash, if any, made available by buyers of Certificates to the Underwriter
prior to the Closing Date for the purchase of Certificates may be used in the
Underwriter's business to the extent permitted by Rule 15c3-3 under the Exchange
Act and may be of benefit to the Underwriter.
DESCRIPTION OF THE CERTIFICATES
General
The Trust will issue the Certificates in a single class. Certificates will
be issued in minimum denominations of $_______ and integral multiples thereof.
The Certificates will be issued pursuant to the terms of the Trust
Agreement. The following summary as well as other pertinent information included
elsewhere in this Prospectus describes material terms of the Certificates and
the Trust Agreement, but does not purport to be complete and is subject to, and
qualified in its entirety by reference to, all the provisions of the
Certificates and the Trust Agreement.
The Certificates will be denominated and distributions with respect thereto
will be payable in United States Dollars. The Certificates represent in the
aggregate the entire beneficial ownership interest in the Trust. The property of
the Trust will consist of (i) the Underlying Debentures and (ii) all payments on
or collections in respect of the Underlying Debentures accrued on or after the
Closing Date, together with any proceeds thereof. The property of the Trust will
be held for the benefit of the Certificateholders by the Trustee. Each [$_____ ]
principal amount of Certificates represents [$_____ ] principal amount of each
Underlying Debenture.
All distributions to Certificateholders will be made only from the property
of the Trust as described herein. The Certificates do not represent an interest
in or obligation of the Sponsor, any Underlying Issuer, the Trustee, the
Underwriter, or any affiliate if any thereof. Interest and principal payments on
the Underlying Debentures are payable solely by the respective Underlying
Issuers. The Underlying Issuers are subject to laws permitting bankruptcy,
liquidation, moratorium, reorganization or other actions which, in the event of
financial difficulties of an Underlying Issuer, could result in delays in
payment, partial payment or non-payment of the Certificates relating to the
Underlying Debentures. If a Rating Downgrade, Payment Default or an Acceleration
occurs with respect to any of the
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Underlying Debentures, the Trustee will make an in-kind distribution of such
Affected Underlying Debenture to the Certificateholders on a pro rata basis
according to the principal amount of Certificates held.
[The Certificates have been approved for listing on the [__________]
Exchange under the symbol "__", subject to official notice of issuance.]
Distributions
Each Certificate evidences the right to receive, to the extent received on
the Underlying Debentures, a semi-annual distribution of interest on [___] and
[___] of each year, commencing [___], and a distribution of principal on the
Maturity Date, or if any such day is not a Business day, the next succeeding
Business Day. For purposes of the foregoing, "Business Day" means any day other
than a Saturday, a Sunday or a day on which banking institutions in New York,
New York are authorized or obligated by law or executive order to be closed.
The semi-annual distributions payable on the Certificates will equal the
product of (i) a rate of __% per annum, (ii) the number of days since the
preceding distribution date calculated on the basis of a 360-day year of twelve
30-day months, (iii) the outstanding principal amount of the Certificates.
Redemption Right
A Certificateholder may redeem its Certificates for its pro rata share of
the Underlying Debentures by delivering a proper notice of redemption and
Certificates in minimum denominations or integral multiples thereof to the
Trustee during the Trustee's normal business hours. In certain instances, the
Trustee may require additional documents. At the time of the redemption, the
holder must pay a processing fee to the Trustee in connection with the
redemption. A redeeming Certificateholder should receive the Underlying
Debentures no later than the Business Day after the Trustee receives a proper
notice of redemption. Certificates may be redeemed only in minimum
denominations. Certificates cannot be redeemed for cash.
Because Certificateholders are treated as owning an undivided interest in
the Underlying Debentures for tax purposes, the distribution of an Underlying
Debenture as a result of a redemption will not be a taxable event. After
receiving redemption proceeds consisting of a pro rata share of the Underlying
Debentures, a redeeming Certificateholder may trigger a taxable event and incur
brokerage fees at the time it disposes of such Underlying Debentures. In
addition, an active secondary market may not exist for any Underlying Debentures
received as a result of a redemption, and the Certificateholder may experience a
gain or loss on the sale of such Underlying Debentures.
Redemptions may be suspended or payment postponed if it is impossible or
illegal to complete the transaction.
Issuance of Additional Certificates Upon Deposit of Additional Underlying
Debentures
After the initial public offering, you may acquire Certificates in two
ways:
o through an in-kind deposit of the required amount of Underlying
Debentures with the Trustee, or
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o through a cash purchase in the secondary market.
At any time after the initial offering, a person who owns less than 5% of
the outstanding Certificates may deposit the required principal amount of each
of the Underlying Debentures with the Trustee during the Trustee's normal
business hours in exchange for Certificates in a principal amount equal to sum
of the principal amounts of the Underlying Debentures deposited with the
Trustee. At the time of the deposit, the person making the deposit must pay the
Trustee's fees and expenses incurred in connection with the deposit. Holders
should receive the Certificates no later than the Business Day after the Trustee
receives a proper notice of deposit and delivery of the Underlying Debentures.
Any such additional Certificates issued will rank pari passu with the initial
Certificates.
Trustee Fees Upon Redemption of Certificates or Issuance of Additional
Certificates
The Trustee may charge a fee to Certificateholders for processing a
redemption of Certificates, and may charge a fee to persons who deposit
Underlying Debentures to the Trust in exchange for Certificates. Such fee is
presently $__ per redemption or deposit, but may be increased in the future.
In-Kind Distribution of Underlying Debenture Following Rating Downgrade, Payment
Default or Acceleration
If a Rating Downgrade, Payment Default or an Acceleration occurs with
respect to any of the Underlying Debentures, the Trustee will promptly give
notice to The Depository Trust Company ("DTC") or, for any Certificates which
are not then held by DTC or any other depository, directly to the registered
holders of the Certificates thereof. Such notice shall set forth (i) the
identity of the issue of Underlying Debenture with respect to which the Rating
Downgrade, Payment Default or Acceleration occurred, (ii) the date and nature of
such Rating Downgrade, Payment Default or Acceleration, (iii) the amount of the
interest or principal in default, if any, and (iv) any other information which
the Trustee may deem appropriate. The Trustee shall also make an in-kind
distribution of the Affected Underlying Debenture to Certificateholders on a pro
rata basis according to the principal amount of Certificates held.
A "Rating Downgrade" means the long term credit rating of an Underlying
Debenture is reduced to "__" or lower by Moody's or "__" or lower by S&P, or
either of such ratings is suspended or withdrawn. A "Payment Default" means a
default in the payment of any amount due on an Underlying Debenture after the
same becomes due and payable (and the expiration of any applicable grace period
on such Underlying Debenture). An "Acceleration" means the acceleration of the
maturity of an Underlying Debenture after the occurrence of any default on such
Underlying Debenture other than a Payment Default.
Because Certificateholders are treated as owning an undivided interest in
the Underlying Debentures, the distribution of an Affected Underlying Debenture
will not be a taxable event.
If a Rating Downgrade, Payment Default or Acceleration occurs with respect
to an Underlying Debenture and a distribution of such Affected Underlying
Debenture has been made, a Certificateholder may trigger a taxable event and
incur brokerage fees when it disposes of such Affected Underlying Debenture.
There may be no active secondary market for any Affected Underlying Debentures
distributed to Certificateholders, and Certificateholders may experience a gain
or loss on the sale of such securities.
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Because an Affected Underlying Debenture will promptly be distributed to
Certificateholders, the ratings assigned to the Certificates should not decline
as a result of a Rating Downgrade, Payment Default or Acceleration with respect
to one or more Underlying Debentures. However, since Affected Underlying
Debentures are distributed to Certificateholders, a Certificateholder's exposure
to an Affected Underlying Debenture will not change until such Certificateholder
sells such Affected Underlying Debenture.
Book-entry Certificates
Your Certificates will be registered in the name of Cede & Co., as the
nominee of The Depository Trust Company ("DTC").
DTC has advised the Company that DTC is a limited-purpose trust company
organized under the laws of the State of New York, a member of the Federal
Reserve System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code, and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Exchange Act. DTC was created to hold
securities of its participants and to facilitate the clearance and settlement of
securities transactions among the institutions that have accounts with DTC
("participants") in such securities through electronic book-entry changes in
accounts of the participants, thereby eliminating the need for physical movement
of securities certificates. The participants include securities brokers and
dealers (including the Underwriter), banks, trust companies, clearing
corporations and certain other organizations, some of whom (and/or their
representatives) own DTC. Access to DTC's system is also available to other
entities, such as banks, brokers, dealers and trust companies that clear through
or maintain a custodial relationship with a participant, either directly or
indirectly (collectively, the "Indirect Participants"). Persons who are not
participants may beneficially own securities held by or on behalf of DTC only
through participants or Indirect Participants. The ownership interest and
transfer of ownership interest of each actual purchaser of each security held by
or on behalf of DTC are recorded on the records of the participants and Indirect
Participants.
Upon the issuance of Certificates, DTC will credit, on its book-entry
registration and transfer system, the respective principal amounts of the
individual Certificates to the accounts of its participants. The accounts to be
accredited will be designated by the Underwriter. Ownership of beneficial
interests in Certificates will be limited to participants or persons that may
hold beneficial interests through participants. Ownership of beneficial
interests in Certificates will be shown on, and the transfer of that ownership
will be effected only through, records maintained by DTC for the Certificates or
by participants or persons that hold through participants.
So long as DTC or its nominee is the owner of the Certificates, DTC or such
nominee, as the case may be, will be considered the sole Certificateholder for
all purposes. Except as set forth below, owners of beneficial interests in
Certificates will not be entitled to have any of the individual Certificates
registered in their names, will not receive or be entitled to receive physical
delivery of any such Certificates and will not be considered the
Certificateholder thereof under the Trust Agreement governing such Certificates.
Because DTC can only act on behalf of its participants, the ability of a holder
of any Certificate to pledge that Certificate to persons or entities that do not
participate in the Depository's system, or to otherwise act with respect to such
Certificate, may be limited due to the lack of a physical certificate for such
Certificate.
Distributions of principal of and any interest on Certificates will be made
to DTC or its nominee, as the case may be, as the Certificateholder. None of the
Sponsor, the Trustee or any other person will
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have any responsibility or liability for any aspect of the records relating to
or payments made on account of beneficial interests in Certificates or for
maintaining, supervising or reviewing any records relating to such beneficial
interests.
The Sponsor expects that DTC, upon receipt of any distribution of principal
or interest in respect of Certificates, will credit immediately participants'
accounts with payments in amounts proportionate to their respective beneficial
interests in the principal amount as shown on the records of DTC. The Sponsor
also expects that payments by participants to owners of beneficial interests
held through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name," and will be the
responsibility of such participants.
If DTC is at any time unwilling or unable to continue as depositary and a
successor depositary is not appointed by the Sponsor within ninety days, an
owner of a beneficial interest in a Certificate will be entitled to physical
delivery of the Certificate equal in principal amount to such beneficial
interest and to have such Certificate registered in its name.
DESCRIPTION OF THE TRUST AGREEMENT
General
The assets of the Trust created under the Trust Agreement will consist of
(i) the Underlying Debentures and (ii) all payments on or collections in respect
of the Underlying Debentures due after the Closing Date. The following summaries
of certain provisions of the Trust Agreement do not purport to be complete and
are subject to the detailed provisions contained in the form of Trust Agreement,
to which reference is hereby made for a full description of such provisions,
including the definition of certain terms used herein.
The Trustee
U.S. Bank Trust National Association, a national banking association, will
act as Trustee for the Certificates and the Trust pursuant to the Trust
Agreement. The Trustee's offices are located at 100 Wall Street, Suite 1600, New
York, New York 10005 and its telephone number is (212) 361-2500. The Trustee is
subject to supervision by the Federal Deposit Insurance Corporation, the Board
of Governors of the Federal Reserve System and New York State banking
authorities.
The Trust Agreement will provide that the Trustee and any director,
officer, employee or agent thereof will be indemnified by the Trust and held
harmless against any loss, liability or expense incurred in connection with any
legal action relating to the Trust Agreement or the Certificates or the
performance of the Trustee's duties under the Trust Agreement, other than any
loss, liability or expense that (i) constitutes a specific liability of the
Trustee under the Trust Agreement or (ii) was incurred by reason of willful
misfeasance, bad faith or negligence in the performance of the Trustee's duties
under the Trust Agreement or as a result of a breach, or by reason of reckless
disregard, of the Trustee's obligations and duties under the Trust Agreement.
Pursuant to the Trust Agreement, as compensation for the performance of its
duties under such agreement, the Trustee shall be entitled to payment of Trustee
fees and reimbursement of expenses by the Sponsor pursuant to a separate
agreement with the Sponsor, but shall not have any claim against the Trust with
respect thereto.
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Event of Default
There are no events of default with respect to the Certificates. However,
if a Rating Downgrade, Payment Default or an Acceleration occurs with respect to
any of the Underlying Debentures, the Trustee will make an in-kind distribution
of such Affected Underlying Debenture to holders of the Certificates. See
"Description of the Certificates--In-Kind Distribution of Underlying Debenture
Following Rating Downgrade, Payment Default or Acceleration."
Voting Rights
The Certificateholders will have 100% of the total voting rights as
specified in the Trust Agreement (the "Voting Rights"). All Voting Rights with
respect to the Certificates will be allocated in proportion to the respective
principal balances of the then-outstanding Certificates held by such
Certificateholders on any date of determination.
Voting of Underlying Debentures
The Trustee, as holder of the Underlying Debentures, has the right to vote
and give consents and waivers in respect of such Underlying Debentures as
permitted by the depositary with respect thereto and except as otherwise limited
by the Trust Agreement. In the event that the Trustee receives a request from an
Underlying Issuer for its consent to any amendment, modification or waiver of
the related Underlying Debenture or any document relating thereto, or receives
any other solicitation for any action with respect to the Underlying Debenture,
the Trustee shall mail a notice of such proposed amendment, modification, waiver
or solicitation to each Certificateholder of record as of such date. The Trustee
shall request instructions from the Certificateholders as to whether or not to
consent to or vote to accept such amendment, modification, waiver or
solicitation. The Trustee shall consent or vote, or refrain from consenting or
voting, in the same proportion (based on the relative principal balances of the
Certificates) as the Certificates of the Trust were actually voted or not voted
by the Certificateholders thereof as of a date determined by the Trustee prior
to the date on which such consent or vote is required; provided, however, that,
notwithstanding anything to the contrary stated herein, the Trustee shall at no
time vote in favor of or consent to any matter (i) which would alter the timing
or amount of any payment on the Underlying Debenture, including, without
limitation, any demand to accelerate an Underlying Debenture or (ii) which would
result in the exchange or substitution of any Underlying Debenture pursuant to a
plan for the refunding or refinancing of such Underlying Debenture, except in
each case with the unanimous consent of the Certificateholders and subject to
the requirement that such vote or consent would not, based on an opinion of
counsel, materially increase the risk that the Trust would fail to qualify as a
grantor trust for federal income tax purposes. The Trustee shall have no
liability for any failure to act resulting from Certificateholders' late return
of, or failure to return, directions requested by the Trustee from the
Certificateholders.
Notices
All notices regarding registered Certificates will be mailed to the
registered owners thereof as their names appear in the Certificate Register.
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Modifications or Amendments
The Trust Agreement may be amended without notice to or consent of the
Certificateholders, for certain purposes including (i) to cure any ambiguity,
(ii) to correct or supplement any provision therein which may be inconsistent
with any other provision therein, (iii) to add to the covenants, restrictions or
obligations of the Sponsor or the Trustee for the benefit of the
Certificateholders, (iv) to add, change or eliminate any other provisions with
respect to matters or questions arising under such Trust Agreement, so long as
the Trustee has received written confirmation from each agency then rating the
Certificates that such amendment will not cause such rating agency to reduce or
withdraw the then current rating thereof, or (v) to comply with any requirements
imposed by the Code or by the Commission or other governmental authority.
Without limiting the generality of the foregoing, the Trust Agreement may also
be modified or amended from time to time with the consent of the holders of a
majority of the principal amount of the Certificates outstanding that are
materially adversely affected by such modification or amendment. No such
modification or amendment may, however, (i) reduce in any manner the amount of
or alter the timing of, distributions or payments which are required to be made
on any Certificate without the consent of the holder of such Certificate or (ii)
reduce the aforesaid percentage required for the consent to any such amendment
without the consent of the holders of all Certificates then outstanding.
Investors will be notified of the substance of any amendment.
Holders of a majority of the principal amount of the Certificates
outstanding may, on behalf of all Certificateholders, (i) waive compliance by
the Sponsor or the Trustee with certain restrictive provisions, if any, of the
Trust Agreement before the time for such compliance and (ii) waive any past
default under the Trust Agreement with respect to Certificates, except a default
in the failure to distribute amounts received as principal of (and premium, if
any) or any interest on any such Certificate and except a default in respect of
a covenant or provision the modification or amendment of which would require the
consent of the holder of each outstanding Certificate affected thereby.
Resignation of Trustee
The Trustee may resign upon notice to the Sponsor. The Trustee may be
removed by investors holding a majority of the Certificates at any time or by
the Sponsor without the consent of investors if it becomes incapable of acting
or bankrupt, its affairs are taken over by public authorities, or if the Sponsor
determines in good faith that its replacement is in the best interest of
Certificateholders. The resignation or removal of the Trustee will only become
effective upon acceptance of appointment by a successor. If the Trustee resigns
or is removed, the Sponsor will use its best efforts to appoint a successor
promptly; however, if upon resignation no successor has accepted appointment
within 30 days after notification, the resigning Trustee may apply to a court of
competent jurisdiction to appoint a successor.
Termination of the Trust
The Trust shall terminate upon (i) the payment in full at maturity of all
Underlying Debentures or (ii) the distribution in kind of the Underlying
Debentures upon the tender of 100% of the Certificates in exchange for 100% of
the Underlying Debentures.
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CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
Willkie Farr & Gallagher, counsel to the Sponsor, is of the opinion that
under existing law (1) the Trust will be a grantor trust and not a partnership
or an association taxable as a corporation; and (2) your Certificates will
represent beneficial interests in the Underlying Debentures so that, in effect,
you will be treated as an owner of an undivided interest in the Underlying
Debentures. For information reporting purposes, interest payments on the
Underlying Debentures will be reported to you (and the Internal Revenue Service)
as interest and not original issue discount and will be included in your income
as it is paid (or, if you are an accrual method taxpayer, as it is accrued) as
interest (and not as original issue discount).
METHOD OF DISTRIBUTION
Subject to the terms and conditions set forth in the Underwriting
Agreement, dated as of ______ __, 2000 (the "Underwriting Agreement"), the
Sponsor has agreed to sell, and Salomon Smith Barney, Inc., an affiliate of the
Sponsor, has agreed to purchase, the Certificates. The Underwriter has agreed,
subject to the terms and conditions of the Underwriting Agreement, to purchase
all Certificates offered hereby if any of such Certificates are purchased.
The Sponsor has been advised by the Underwriter that it proposes initially
to offer the Certificates to the public at the public offering price set forth
on the cover page of this Prospectus, and to certain dealers at such price less
a concession not in excess of ___%. After the initial public offering, the
public offering price and the concessions may be changed. The Underwriter will
not charge a sales commission in connection with the initial offering of
Certificates.
During and after the offering, the Underwriter may purchase and sell the
Certificates in the open market in transactions in the United States. These
transactions may include overallotment and stabilizing transactions and
purchases to cover short positions created in connection with the offering. The
Underwriter also may impose a penalty bid, whereby selling concessions allowed
to broker-dealers in respect of the Certificates sold in the offering for their
account may be reclaimed by the Underwriter if such Certificates are repurchased
by the Underwriter in stabilizing or covering transactions. These activities may
stabilize, maintain or otherwise affect the market price of the Certificates,
which may be higher than the price that might otherwise prevail in the open
market. These transactions may be effected in the over-the-counter market or
otherwise, and these activities, if commenced, may be discontinued at any time.
The Underwriting Agreement provides that the Sponsor will indemnify the
Underwriter against certain civil liabilities, including liabilities under the
Securities Act, or will contribute to payments the Underwriter may be required
to make in respect thereof.
The Underwriter is an affiliate of the Sponsor, and the participation by
the Underwriter in the offering of the Certificates complies with Conduct Rule
2720 of the National Association of Securities Dealers, Inc. regarding
underwriting securities of an affiliate. The Underwriter's principal executive
offices are located at 388 Greenwich Street, New York, New York 10013.
RATINGS
It is a condition to the establishment of the Trust and the issuance of the
Certificates that the Certificates be rated "___" and "___" by Moody's and S&P,
respectively. The ratings of Moody's
18
<PAGE>
and S&P with respect to each of the Underlying Debentures, as of the date
hereof, are set forth on Appendix A.
The ratings address the likelihood of the receipt by Certificateholders of
payments required under the Trust Agreement, and are based primarily on the
credit quality of the Underlying Debentures.
A security rating is not a recommendation to buy, sell or hold securities
and may be subject to revision or withdrawal at any time by S&P and Moody's.
Each security rating should be evaluated independently of any other security
rating.
The Sponsor has not requested a rating on the Certificates by any rating
agency other than S&P and Moody's. However, there can be no assurance as to
whether any other rating agency will rate the Certificates, or, if it does, what
rating would be assigned by any such other rating agency. A rating on the
Certificates by another rating agency, if assigned at all, may be lower than the
ratings assigned to the Certificates by the S&P and Moody's.
RECORDS AND REPORTS
The Trustee keeps a current list of the Underlying Debentures, a copy of
the Trust Agreement, and records of redemptions and additional issuances of
Certificates, which may be inspected by investors at reasonable times during
business hours.
With each distribution, the Trustee will include a statement of the
interest and any other amounts being distributed. The Trustee will send each
registered holder an audited annual and an unaudited semi-annual report
summarizing the transactions in the Trust's accounts and amounts distributed
during the period, the Underlying Debentures held, the number of Certificates
outstanding at period end, the interest received and "original issue discount"
accrued by the Trust on the Underlying Debentures, if any, and any fees and
expenses paid by the Trust. The fiscal year of the Trust is the calendar year.
The Trustee will also furnish annual information returns to each investor
through DTC and to the Internal Revenue Service. The Trust's accounts are
audited annually by independent accountants selected by the Sponsor. Unaudited
semi-annual and audited annual financial statements are available from the
Trustee on request.
MISCELLANEOUS
The legality of the Certificates has been passed upon for the Sponsor and
the Underwriter by Willkie Farr & Gallagher, New York, New York.
The Statement of Condition set forth on Appendix B was audited by
_____________, independent accountants, as stated in their opinion. It is
included in reliance upon that opinion given on the authority of that firm as
experts in accounting and auditing.
The Sponsor and the Underwriter will not be liable to investors or any
other party for any act or omission in the conduct of their responsibilities
absent bad faith, willful misfeasance, gross negligence or reckless disregard of
duty.
19
<PAGE>
INDEX OF TERMS
Acceleration..................................................................13
Affected Underlying Debentures.................................................5
Agreement......................................................................2
Business Day..................................................................12
Certificateholders.............................................................9
Certificates...................................................................2
clearing agency...............................................................14
clearing corporation..........................................................14
Closing Date...................................................................8
Commission.....................................................................7
DTC...........................................................................13
Exchange Act...................................................................9
Final Scheduled Distribution Date..............................................2
Indirect Participants.........................................................14
Miscellaneous..................................................................1
Moody's.......................................................................10
original issue discount.......................................................19
participants..................................................................14
Payment Default...............................................................13
Rating Downgrade..............................................................13
S&P...........................................................................10
Securities Act................................................................10
Sponsor........................................................................8
Trust..........................................................................8
Trust Agreement................................................................8
Underlying Debentures..........................................................1
Underlying Debentures Prospectus..............................................10
Underlying Debentures Registration Statement..................................10
Underlying Issuers.............................................................4
Underwriter....................................................................1
Underwriting Agreement........................................................18
Voting Rights.................................................................16
<PAGE>
APPENDIX A
DESCRIPTION OF THE UNDERLYING DEBENTURES
--------------------------------------------------------------------------------
Issuer:
--------------------------------------------------------------------------------
Underlying Debentures:
--------------------------------------------------------------------------------
Maturity Date:
--------------------------------------------------------------------------------
Original Principal Amount
Issued:
--------------------------------------------------------------------------------
CUSIP No.:
--------------------------------------------------------------------------------
Stated Interest Rate:
--------------------------------------------------------------------------------
Interest Payment Date:
--------------------------------------------------------------------------------
Principal Amount of Underlying
Debentures Deposited Under
Trust Agreement:
--------------------------------------------------------------------------------
Registration Statement No.
--------------------------------------------------------------------------------
Ratings:
--------------------------------------------------------------------------------
The above summary is qualified in its entirety by reference to the
applicable Underlying Debentures Prospectus. Neither the Sponsor nor any of its
affiliates make any representation about the completeness, accuracy or
timeliness of information in any Underlying Debentures Prospectus.
Available Information
Each Underlying Issuer is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files reports, proxy
statements and other information with the Commission. Reports, proxy statements
and other information filed by an Underlying Issuer with the Commission pursuant
to the informational requirements of the Exchange Act can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the following Regional Offices of the Commission: New York Regional Office,
Seven World Trade Center, 13th Floor, New York, New York 10048, and Chicago
Regional Office, John C. Kluczynski Federal Building, Northwest Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can also be maintained upon written request addressed to the Securities
and Exchange Commission, Public Reference Section, Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. The Commission maintains a
Web site at http://www.sec.gov containing reports, proxy statements and other
information regarding registrants that file electronically with the Commission.
Such reports, proxy statements and other information can also be inspected at
the offices of the New York Stock Exchange, on which one or more of the
Underlying Issuer's securities are listed.
A-1
<PAGE>
APPENDIX B
REPORT OF INDEPENDENT ACCOUNTANTS
To the Sponsor, the Trustee and Certificateholders of TIERS(SM)
Corporate-Backed Trust, Series 1 (the "Trust"):
We have audited the accompanying Statement of Condition and the related
portfolio of Underlying Debentures set forth in the Prospectus of the Trust as
of ______ __, 2000. Our responsibility is to express an opinion on this
financial statement 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 financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. An audit also includes
assessing the accounting principles used and significant estimates made by the
Trustee, as well as evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statement referred to above presents fairly,
in all material respects, the financial position of the Trust as of ________ __,
2000 in conformity with generally accepted accounting principles.
[Name of Auditor]
[Address of Auditor]
________ __, 2000
STATEMENT OF CONDITION AS OF _______ __, 2000
TRUST PROPERTY
Investments--Underlying Debentures(1) $
INTEREST OF HOLDERS
Interest of Holders of _____ Certificates
------------------
(1) Aggregate cost to the Trust of the Underlying Debentures
B-1
<PAGE>
[BACK COVER]
More information about the Trust is available free upon request, including the
following:
ANNUAL/SEMI-ANNUAL REPORTS TO CERTIFICATEHOLDERS
These documents include financial statements and other financial information for
the most recent fiscal year.
OTHER INFORMATION
Additional information about the Trust is available from the Securities and
Exchange Commission (SEC). You may visit the SEC's internet Website
(www.sec.gov) to review information about the Trust. You can also obtain copies
by visiting the SEC's Public Reference Room in Washington, D.C. (phone
202-942-8090) or by sending your request and a duplicating fee to the SEC's
Public Reference Section, Washington, D.C. 20549-6009 or electronically at
[email protected].
Please contact the Underwriter to obtain, free of charge, annual financial
statements and to make shareholder inquiries:
By Telephone: __________________
By Mail: ________________________
_________________________________
_________________________________
_________________________________
Until _____________, all dealers that effect transactions in these securities,
whether or not participating in this offering, may be required to deliver a
prospectus. This is in addition to the dealers' obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
SEC File No: 811-9909
<PAGE>
PART II
ADDITIONAL INFORMATION NOT INCLUDED IN THE PROSPECTUS
A. The following information relating to the Sponsor is incorporated by
reference to the SEC filings indicated and made a part of this Registration
Statement.
I. Bonding arrangements of the Underwriter are incorporated by reference to
Items A and B of Part II to the Registration Statement on Form S-6 under the
Securities Act of 1933: (Reg. No. 333-08241).
II. The Charter and By-Laws of the Sponsor are incorporated herein by
reference to Exhibits to the Registration Statement on Form S-3 under the
Securities Act of 1933 (Reg. No. 33-55860).
III. Information as to Officers and Directors of the Sponsor:
<TABLE>
<CAPTION>
------------------------------- ------------------------------------------- ------------------------------------------
Name Title Address (All Persons)
------------------------------- ------------------------------------------- ------------------------------------------
<S> <C> <C>
Marcy Engel Director : Structured Products Corp.
390 Greenwich Street - 6th Floor
New York, New York 10013
Martin J .Gruber Director :
Nathaniel H. Leff Director :
Andrew W. Alter Secretary :
Timothy Beaulac President :
Nazareth A. Festekjian Vice President and Finance Officer :
Bradley J. Gans Assistant Secretary, Assistant Vice :
President and Finance Officer
Mark I. Kleinman Vice President, Treasurer and Finance :
Officer
Marwan A. Marshi Vice President and Finance Officer :
Matthew R. Mayers Assistant Secretary, Assistant Vice :
President and Finance Officer
Philip U. Tremmel Assistant Vice President and Finance :
Officer
</TABLE>
II-1
<PAGE>
B. The Internal Revenue Service Employer Identification Numbers of the Sponsor
and Trustee are as follows:
Structured Products Corp................................. 13-3692801
U.S. Bank Trust National Association, Trustee............ 12-3781471
II-2
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
The Registration Statement on Form S-6 comprises the following papers and
documents:
The facing sheet of Form S-6.
The Cross-Reference Sheet.
The Prospectus.
Additional Information not included in the Prospectus (Part II).
The undertaking to file reports.
The signatures.
Written consents of the following persons:
Willkie Farr & Gallagher (included in Exhibit 3.2)
____________________ (included in Exhibit 5.1)
The following exhibits:
1.1 --Form of Trust Agreement**
1.2 --Not applicable
1.3(a) --Form of Underwriting Agreement between the Sponsor and Salomon
Smith Barney Inc.**
1.3(b) --Not applicable
1.3(c) --Not applicable
1.4 --Not applicable
1.5 --Form of Certificate.**
1.6 --Certificate of Incorporation and By-laws of the Sponsor.**
1.7 --Not applicable
1.8 --Not applicable
1.9 --Not applicable
1.10 --Not applicable
***1.11 --Code of ethics under Rule 17-1 of the Trust and the Sponsor.
***2 --Opinion of counsel as to the legality of the securities being
issued including their consent to the use of their name under
the headings "Certain Federal Income Tax Considerations and
"Miscellaneous" in the Prospectus.
3 --Not applicable
4 --Not applicable
*5 --Consent of independent accountants.
6 --Power of attorney
--------------
*To be filed by amendment.
**Incorporated by reference from the Registration Statement on Form S-3 (File
No. 33-55860) dated
[ADD DATE]______________.
R-1
<PAGE>
*** Filed herewith.
UNDERTAKING TO FILE REPORTS
Subject to the terms and condition of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereinafter duly adopted pursuant to
authority conferred in that section.
R-2
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT TO THE REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY
AUTHORIZED IN THE CITY OF NEW YORK AND STATE OF NEW YORK ON THE 25TH DAY OF
AUGUST, 2000.
A majority of the members of the Board of Directors of Structured Products
Corp. has signed this Registration Statement or Amendment to the Registration
Statement pursuant to Powers of Attorney authorizing the person signing this
Registration Statement or Amendment to the Registration Statement to do so on
behalf of such members.
STRUCTURED PRODUCTS CORP.
By: /s/ Matthew R. Mayers
------------------------------
Name: Matthew R. Mayers
Title: Assistant Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Date
* August 25, 2000
------------------------------
Name: Martin J. Gruber
Title: Director
* August 25, 2000
------------------------------
Name: Nathaniel H. Leff
Title: Director
* August 25, 2000
------------------------------
Name: Marcey Engel
Title: Director
* August 25, 2000
------------------------------
Name: Timothy Beaulac
Title: President (Principal
Executive Officer)
* August 25, 2000
------------------------------
Name: Mark I. Kleinman
Title: Treasurer (Principal
Financial Officer and
Accounting Officer)
<PAGE>
* The undersigned, by signing his name hereto, does hereby sign this
Registration Statement on behalf of each of the persons indicated above
pursuant to a power of attorney filed as Exhibit 6 of the Registration
Statement.
By: /s/ Matthew R. Mayers
------------------------------
Name: Matthew R. Mayers
Title: Assistant Vice President
Dated: August 25, 2000
