<PAGE>
As filed with the Securities and Exchange Commission on April 19, 2000
File No.
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-8A
NOTIFICATION OF REGISTRATION
FILED PURSUANT TO SECTION 8(a) OF THE
INVESTMENT COMPANY ACT OF 1940
The undersigned investment company hereby notifies the Securities and
Exchange Commission that it registers under and pursuant to the
provisions of Section 8(a) of the Investment Company Act
of 1940 and in connection with such notification
of registration submits the following information:
Name: TIERS(SM) CORPORATE-BACKED TRUST, SERIES 1 AND SUBSEQUENT SERIES
----------------------------------------------------------------
Address of Principal Business Office (No. & Street, City, State Zip Code):
c/o Structured Products Corp., 390 Greenwich Street - 6th Floor,
New York, NY 10013
- -------------------------------------------------------------------------------
Telephone Number (including area code): (212) 723-9654
----------------------------------------
Name and address of agent for service of process: Matthew R. Mayers
------------------------------
390 Greenwich Street - 6th Floor, New York, NY 10013
- -------------------------------------------------------------------------------
Check Appropriate Box:
Registrant is filing a Registration Statement pursuant to Section 8(b) of the
Investment Company Act of 1940 concurrently with the filing of Form N-8A:
YES [ ] NO [X]
===============================================================================
<PAGE>
1. Exact name of registrant:
TIERS(SM) Corporate-Backed Trust,
Series 1 and Subsequent Series
2. Name of state under the laws of which registrant was organized or
created and the date of such organization or creation:
To be organized under New York law
pursuant to Trust Agreements, which
shall be dated as of the initial date of
deposit of the underlying securities for
each Series.
3. Form of organization of registrant (corporation, partnership, trust,
joint stock company, association, fund, etc.):
Trust
4. Classification of registrant (face-amount certificate company, unit
investment trust, or management company):
Unit Investment Trust
5. If registrant is a management company:
(a) State whether registrant is a "closed-end" or
"open-end" company:
NOT APPLICABLE
(b) State whether registrant is registering as a
"diversified" company or a "non-diversified" company
(read Instruction 4(i) carefully before replying):
NOT APPLICABLE
6. Name and address of each investment adviser of registrant:
NOT APPLICABLE
7. If registrant is an investment company having a board of directors,
state the name and address of each officer and director of registrant.
NOT APPLICABLE
-2-
<PAGE>
8. If registrant is an unincorporated investment company not having
a board of directors:
(a) State the name and address of each sponsor of registrant.
Structured Products Corp.
390 Greenwich Street - 6th Floor
New York, New York 10013
(b) State the name and address of each officer and director of
each sponsor or registrant:
<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>
-3-
<PAGE>
(c) State the name and address of each trustee and
each custodian of registrant1
Trustee:
U. S. Bank Trust National Association
100 Wall Street, Suite 1600
New York, New York 10005
9. (a) State whether registrant is currently issuing and
offering its securities directly to the
public (yes or no):
no
(b) If registrant is currently issuing and offering its
securities to the public through an underwriter, state
the name and address of such underwriter:
NOT APPLICABLE
(c) If the answer to Item 9(a) is "no" and the answer to
Item 9(b) is "not applicable", state whether
registrant presently proposes to make a public
offering of its securities (answer yes or no):
yes
(d) State whether registrant has any securities currently
issued and outstanding (yes or no):
no
(e) If the answer to Item 9(d) is "yes", state as of a
date not to exceed ten days prior to the filing of
this notification of registration the number of
beneficial owners of registrant's outstanding
securities (other than short-term paper) and the name
of any company owning 10 percent or more of
registrant's outstanding voting securities:
NOT APPLICABLE
10. State the current value of registrant's total assets:
NOT APPLICABLE
- ---------------
1 For subsequent Series, as indicated in the Prospectus for such Series.
-4-
<PAGE>
11. State whether registrant has applied or intends to apply for a license
to operate as a small business investment company under the Small
Business Investment Act of 1958 (yes or no):
no
12. Attach as an exhibit a copy of the registrant's last regular periodic
report to its securityholders, if any.
NOT APPLICABLE
-5-
<PAGE>
SIGNATURE
---------
(See Instruction 3(e))
----------------------
1. Form of signature if registrant is an investment company having a
board of directors.
Pursuant to the requirements of the Investment Company Act of 1940,
the registrant has caused this notification of registration to be duly
signed on its behalf in the city of and State of
on the day of 19 .
[SEAL] Signature
-------------------------------
(Name of Registrant)
By
----------------------------------
(Name of director, trustee or
officer signing on behalf of
Registrant)
Attest:
----------------------------
(Name)
- ----------------------------------- ------------------------------------
(Title)
NOT APPLICABLE
2. Form of signature if registrant is an unincorporated investment
company not having a board of directors
Pursuant to the requirements of the Investment Company act of 1940
the Sponsor of the registrant has caused this
-------------------------------
(sponsor, trustee or custodian)
notification of registration to be duly signed on behalf of the
registrant in the City of New York and State of New York on
the 19th day of April, 2000.
-6-
<PAGE>
TIERS(SM) CORPORATE-BACKED TRUST,
SERIES 1 AND SUBSEQUENT SERIES
------------------------------
(Name of Registrant)
By:Structured Products Corp.
----------------------------------------
(Name of sponsor, trustee or custodian)
By: /s/ Matthew R. Mayer
----------------------------------------
(Name of officer or sponsor, trustee
or custodian)
Assistant Vice President
----------------------------------------
(Title)
ATTEST: /s/ Timothy Beaulac
-----------------------
(Name)
President
------------------------
(Title)
-7-
