<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 19, 2000
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------------
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:
MATTHEW R. MAYERS COPY:
390 Greenwich Street - 6th Floor ROSE F. DIMARTINO, ESQ.
New York, NY 10013 787 Seventh Avenue
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)
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
I. Organization and General Information
1. (a) Name of Trust...................... Cover pages.
(b) Title of Securities issued......... Cover pages.
2. Name and address of each depositor..... The Depositor; 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.
2
<PAGE>
(c) Redemption.......................... Description of the
Certificates--Redemption
Right.
(d) Conversion, transfer, etc........... Description of the
Certificates--Book-entry
Certificates.
(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--Underwriting Fees;
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.......................... 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.
3
<PAGE>
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.
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 Depositor.
26. Fees received by depositor............... Not applicable.
4
<PAGE>
27. Business of depositors....................... The Depositor.
28. Certain information as to officials
and affiliated persons of depositors......... Part II. A. III.
29. Voting securities of depositor............... Part II. A. III.
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.
5
<PAGE>
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.
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................ 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.
6
<PAGE>
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 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
April __, 2000
7
<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 April 19, 2000
- --------------------------------------------------------------------------------
PROSPECTUS
- --------------------------------------------------------------------------------
Structured Products Corp., the Depositor
$______ 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. The Certificates will represent
interests in the Trust only and will not represent an interest in or obligations
of any other party. No governmental agency or instrumentality has insured or
guaranteed the Certificates or the Underlying Debentures.
You should fully consider the risk factors on pages __ in this Prospectus
prior to investing in the Certificates.
- --------------------
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
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.
8
<PAGE>
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.
"TIERSSM" is a service mark of Salomon Smith Barney Inc.
--------------------
Salomon Smith Barney
______, 2000
9
<PAGE>
TABLE OF CONTENTS
Page
INFORMATION ABOUT CERTIFICATES................................................11
SUMMARY.......................................................................12
RISK FACTORS..................................................................17
FORMATION OF THE TRUST........................................................18
THE DEPOSITOR.................................................................19
USE OF PROCEEDS...............................................................19
THE UNDERLYING ISSUERS........................................................19
DESCRIPTION OF THE UNDERLYING DEBENTURES......................................20
DESCRIPTION OF THE CERTIFICATES...............................................21
DESCRIPTION OF THE TRUST AGREEMENT............................................24
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS.....................................27
METHOD OF DISTRIBUTION........................................................27
RATINGS.......................................................................28
RECORDS AND REPORTS...........................................................28
MISCELLANEOUS.................................................................29
INDEX OF TERMS................................................................30
APPENDIX A--Description of Underlying Debentures.............................A-1
APPENDIX B--Report of Independent Accountants; Statement of
Condition as of April __, 2000.............................................B-1
10
<PAGE>
INFORMATION ABOUT CERTIFICATES
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 __.
You should rely only on the information contained in this Prospectus.
Neither the Depositor 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 Depositor nor
the Underwriter is making an offer to sell these securities in any jurisdiction
where the offer or sale is not permitted. You should assume that the information
appearing in this Prospectus is accurate as of the date on the front cover only.
11
<PAGE>
SUMMARY
This summary does not contain all of the information you need to consider
in making your investment decision. To understand all of the terms of the
Certificates, you should read the Trust Agreement in full.
Establishment of the Trust....... Structured Products Corp., the Depositor, 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 and deposits of the
Underlying Debentures during the life of the
Trust. See "Description of the Certificates--
Redemption Right" and "Description of the
Certificates--Issuance of Additional
Certificates Upon Deposit of Additional
Underlying Debentures."
Purpose of the Trust............. [to come]
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 [___] and [____],
commencing on [____], until the Final
Scheduled Distribution 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 "Final
Scheduled Distribution Date"), which is
also the
12
<PAGE>
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.
Public Offering Price............ 100% of the principal amount of the Certifi-
cates, 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 Depositor, 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 was
purchased by the Trust in the initial offering
of the Underlying Debentures by the Underlying
Issuers.
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's
fees and expenses incurred 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.
13
<PAGE>
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, the
Underwriter may charge you sales charges and
certain other fees and may earn amounts based
on the bid/asked 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.
Trust Fees and Expenses.......... The Depositor will bear all of the Trust's
ordinary operating expenses, including
Trustee's fees, Securities and Exchange
Commission registration fees, accounting and
legal fees and printing costs.
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 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.
14
<PAGE>
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, the Trustee will make an in-kind
distribution of such Underlying Debenture to
the holders of Certificates on a pro rata
basis according to the principal amount of
Certificates held.
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
Depositor, 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).
Ratings.......................... It is a condition to issuance of the Certifi-
cates that they be rated "__" and "___" by
Moody's Investors Service, Inc. and Standard
& Poor's Ratings Services, respectively.
15
<PAGE>
Listing.......................... The Certificates have been approved for
listing on the New York Stock Exchange under
the symbol "__", subject to official notice
of issuance.
Risk Factors..................... The Certificates are subject to a number of
risks. See "Risk Factors".
16
<PAGE>
RISK FACTORS
An investment in the Certificates entails certain risks. 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 Depositor, the Underwriter or Trustee. None of the
Depositor, 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 Depositor, 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 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 New York Stock 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. The Underlying Debentures are
being issued by each of the Underlying Issuers for purposes of being
purchased by the Trust on the Closing Date, and all of the Underlying
Debentures will be held by the Trust. Accordingly, there is 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
17
<PAGE>
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.
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. In addition, because of the possibility of
distributions of the Underlying Debentures to holders exercising the
in-kind redemption right, the size of the Trust may change at any time.
Because of fluctuations in Certificate value, the sale price of your
Certificates or the value of Underlying Debentures received in an in-kind
redemption may be less than the cost of your Certificates.
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 an
Underlying Debenture following a Rating Downgrade, Payment Default or
Acceleration with respect to any of the Underlying Debentures. 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 Depositor and their
affiliates may engage in investment banking and other activities or may
provide services to the Underlying Issuers in connection with their
businesses. In addition, the Underwriter will receive fees for acting as
underwriter or placement agent in connection with the acquisition of the
Underlying Debentures by the Trust. These activities may result in
conflicts of interest with respect to the financial interest of the
Underwriter, the Depositor and their affiliates, on the one hand, and the
initial selection of the Underlying Debentures, on the other hand.
FORMATION OF THE TRUST
Structured Products Corp. (the "Depositor") intends to establish a unit
investment trust, designated as TIERSSM 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 Depositor 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 Depositor. The "Closing Date" means the date the Trust
purchases the Underlying Debentures and delivers the Certificates to or upon the
order of the Depositor. 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 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").
18
<PAGE>
The Depositor 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 DEPOSITOR
The Depositor 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 Depositor 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 Depositor does not have, nor is it expected to have, any
significant unencumbered assets. The Depositor's principal executive offices are
located at 390 Greenwich Street, 6th floor, New York, New York 10013 (telephone
(212) 723-9654).
The Depositor 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 Depositor'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. None of the Depositor, the
Underwriter or the Trustee is an affiliate of any Underlying Issuer.
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 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.
19
<PAGE>
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 Depositor 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 "Final Scheduled Distribution Date").
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.
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
20
<PAGE>
arrangements. In addition, the Underwriter or another affiliate of the Depositor
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
charge you sales charges and certain other fees and 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. 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 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 Depositor, 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 Underlying Debentures, the Trustee will make
an in-kind distribution of such Underlying Debenture to the holders of
Certificates on a pro rata basis according to the principal amount of
Certificates held.
[The Certificates have been approved for listing on the New York Stock
Exchange under the symbol "__", subject to official notice of issuance.]
21
<PAGE>
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 [___]
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.
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. In certain instances, the
Trustee may require additional documents. At the time of the redemption, the
holder must pay the Trustee's fees and expenses incurred 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.
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
At any time after the initial offering, a person 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 holders of Certificates 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
22
<PAGE>
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
Underlying Debenture with respect to which the Rating Downgrade, Payment Default
or Acceleration occurred to holders of Certificates 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.
Book-entry Certificates
All Certificates will be deposited with, or on behalf of, DTC, and
registered in the name of a nominee of the Depositary.
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
23
<PAGE>
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
Depositor, the Trustee or any other person will 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 Depositor 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 Depositor 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 Depositor 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
24
<PAGE>
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 Depositor pursuant to a separate
agreement with the Depositor, but shall not have any claim against the Trust
with respect thereto.
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 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,
25
<PAGE>
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.
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 Depositor 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 Depositor 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.
26
<PAGE>
Resignation of Trustee
The Trustee may resign upon notice to the Depositor. The Trustee may be
removed by investors holding a majority of the Certificates at any time or by
the Depositor without the consent of investors if it becomes incapable of acting
or bankrupt, its affairs are taken over by public authorities, or if the
Depositor 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 Depositor 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.
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
Willkie Farr & Gallagher, counsel to the Depositor, 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 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
Depositor has agreed to sell, and Salomon Smith Barney Inc., an affiliate of
the Depositor, 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 Depositor has been advised by the Underwriter that it proposes
initially to offer to 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.
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
27
<PAGE>
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 Depositor 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 Depositor, 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 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 Depositor 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 annual report summarizing the transactions in the Trust's
accounts and amounts distributed during the year, the Underlying Debentures
held, the number of Certificates outstanding at year 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
Depositor. Audited financial statements are available from the Trustee on
request.
28
<PAGE>
MISCELLANEOUS
The legality of the Certificates has been passed upon for the Depositor 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 Depositor 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.
29
<PAGE>
INDEX OF TERMS
Acceleration................................................................ 23
Business Day................................................................ 22
Certificateholders.......................................................... 18
Closing Date................................................................ 18
Commission.................................................................. 17
Depositor................................................................... 18
DTC......................................................................... 22
Exchange Act................................................................ 19
Final Scheduled Distribution Date........................................... 12
Moody's..................................................................... 20
Payment Default............................................................. 23
Rating Downgrade............................................................ 23
S&P......................................................................... 20
Securities Act.............................................................. 20
Trust....................................................................... 18
Trust Agreement............................................................. 18
Underlying Debentures....................................................... 18
Underlying Debentures Prospectus............................................ 20
Underlying Debentures Registration Statement................................ 20
Underlying Issuers.......................................................... 13
Underwriter................................................................. 20
Underwriting Agreement...................................................... 27
Voting Rights............................................................... 25
30
<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 Depositor 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 Depositor, the Trustee and Certificateholders of TIERSSM
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 April __, 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 April __,
2000 in conformity with generally accepted accounting principles.
[Name of Auditor]
[Address of Auditor]
April __, 2000
STATEMENT OF CONDITION AS OF APRIL __, 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>
PART II
ADDITIONAL INFORMATION NOT INCLUDED IN THE PROSPECTUS
A. The following information relating to the Depositor 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 Depositor 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 Depositor:
<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
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 Depositor
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 Depositor 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 Depositor.**
1.7 --Not applicable
1.8 --Not applicable
1.9 --Not applicable
1.10 --Not applicable
*1.11 --Code of ethics under Rule 17j-1 of the Trust and the Depositor.
*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).
R-1
<PAGE>
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 19TH DAY OF
APRIL, 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
----
* April 19, 2000
- ------------------------------
Name: Martin J. Gruber
Title: Director
* April 19, 2000
- ------------------------------
Name: Nathaniel H. Leff
Title: Director
* April 19, 2000
- ------------------------------
Name: Marcey Engel
Title: Director
* April 19, 2000
- ------------------------------
Name: Timothy Beaulac
Title: President (Principal
Executive Officer)
R-3
<PAGE>
* April 19, 2000
- ------------------------------
Name: Mark I. Kleinman
Title: Treasurer (Principal
Financial Officer and
Accounting Officer)
* 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 April 19, 2000
R-4
<PAGE>
EXHIBIT 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Nazareth A. Festekjian, Marwan A. Marshi,
Philip U. Tremmel, Timothy Beaulac and Matthew R. Mayers his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities (including
his capacity as director and/or officer of Structured Products Corp. (the
"Company")) to sign the Registration Statement on Form S-6, as filed on or about
April 19, 2000, any or all amendments (including pre-effective and
post-effective amendments) thereto, any registrations statement for the same
officer that is to be effective upon filing per Rule 497(b) under the Securities
Act of 1933 and other documents in connection therewith, and to file the same,
with all exhibits thereto, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in person,
hereby ratifying and confirming said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
SIGNATURE TITLE DATE
/s/ Martin J. Gruber Director April 19, 2000
- -----------------------------------
Martin J. Gruber
/s/ Nathaniel H. Leff Director April 19, 2000
- -----------------------------------
Nathaniel H. Leff
/s/ Marcy Engel Director April 19, 2000
- -----------------------------------
Marcy Engel
/s/ Timothy Beaulac President (Principal April 19, 2000
- ----------------------------------- Executive Officer)
Timothy Beaulac
/s/ Mark I. Kleinman Treasurer (Chief April 19, 2000
- ----------------------------------- Financial and
Mark I. Kleinman Accounting Officer)
