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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
STRUCTURED PRODUCTS CORP.
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(Exact name of registrant as specified in its charter)
Delaware 13-3692801
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(State of incorporation or organization) (IRS Employer Identification No.)
Seven World Trade Center
Room 33-130, 33rd Floor
New York, New York 10048
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become effective
filing pursuant to General simultaneously with the effectiveness
Instruction A(C)(1) please check the of a concurrent registration
following box. /X/ statement under the Securities Act of
1933 pursuant to General Instruction
A(C)(2) please check the following
box. / /
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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$9,180,000 TIERS(sm) Corporate Bond-
Backed Certificates, Series BLS 1997-6,
Amortizing Class Certificates
(the "Certificates") New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. Description of Registrant's Securities to be Registered.
The description of the Certificates to be registered hereunder
is set forth under the captions entitled: "Summary of Terms";
"Special Considerations"; "Description of the Certificates";
"ERISA Considerations"; and "Federal Income Tax Considerations"
in Registrant's Prospectus Supplement dated June 23, 1997, and
"Special Considerations" and "Description of Certificates" in
Registrant's Prospectus, dated June 23, 1997, which description
is incorporated herein by reference. Registrant filed the
Prospectus and Prospectus Supplement with the Securities and
Exchange Commission on June 25, 1997, pursuant to the Rule
424(b)(5) under the Securities Act of 1933.
Item 2. Exhibits.
1. Certificate of Incorporation of Structured Products
Corp. is set forth as Exhibit 3.1 to the Registration
Statement on Form S-3 and is incorporated herein by
reference.
2. By-laws, as amended, of Structured Products Corp. are
set forth as Exhibit 3.2 to the Registration
Statement and are incorporated herein by reference.
3. Form of Trust Agreement is set forth as Exhibit 4.3
to the Registration Statement and is incorporated
herein by reference.
4. Form of the Certificates.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
STRUCTURED PRODUCTS CORP.
Date: June 24, 1997 By: /s/ Timothy P. Beaulac
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Authorized Signatory
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Exhibit 4 Form of the Certificates..
[Form of Amortizing Class Certificate
NUMBER $_________
R-___ CUSIP NO. ___________
SEE REVERSE FOR CERTAIN DEFINITIONS
THE HOLDER OF THIS CERTIFICATE SHALL HAVE NO RIGHT TO
PRINCIPAL PAYMENTS IN RESPECT OF THE TERM ASSETS. THE REGISTERED HOLDER HEREOF,
BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL LOOK SOLELY TO THE TRUST PROPERTY
(TO THE EXTENT OF ITS RIGHTS THEREIN) FOR DISTRIBUTIONS HEREUNDER.
THIS CERTIFICATE REPRESENTS A FRACTIONAL UNDIVIDED INTEREST IN
THE TRUST AND DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT
GUARANTEED BY THE DEPOSITOR OR THE TRUSTEE OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE TRUST ASSETS ARE INSURED OR
GUARANTEED BY ANY GOVERNMENTAL AGENCY OR ANY OTHER PERSON.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
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TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST BLS 1997-6
TIERS(sm) CORPORATE BOND-BACKED CERTIFICATES,
SERIES BLS 1997-6
Amortizing Class
evidencing a fractional undivided beneficial ownership interest in the Trust, as
defined below, the property of which consists of $25,000,000 aggregate principal
amount of 7 1/2% Forty Year Debentures due June 15, 2003 (the "Term Assets")
issued by BellSouth Telecommunications, Inc. (the "Term Assets Issuer") and
deposited in the Trust by the Depositor, as defined below. The Term Assets will
be purchased by the Trust from Structured Products Corp. (the "Depositor") with
the net proceeds of the sale of the Certificates to the Depositor by the Trust.
THIS CERTIFIES THAT CEDE & Co. is the registered owner of a $9,180,000
nonassessable, fully-paid, fractional undivided interest in TIERS Corporate
Bond-Backed Certificates Trust BLS 1997-6 formed by the Depositor. Under the
Trust Agreement, there will be distributed on the fifteenth day of each June and
December, or if such day if not a Business Day, then the immediately following
Business Day, commencing December 15, 1997 through and including the date the
Certificate Principal Balance hereof has been reduced to zero (each a "Scheduled
Distribution Date"), to the Holders of the Amortizing Class Certificates, to the
extent of Interest Collections constituting Available Funds (as defined below),
an amount equal to the Fixed Payment. Each Fixed Payment shall be allocated
first to interest accrued at a rate equal to the Amortizing Class Yield on the
then outstanding aggregate Certificate Principal Balance of the Amortizing Class
Certificates, with the balance of such Fixed Payment allocated to the repayment
of principal in accordance with the amortization schedule attached to the
Agreement (as defined below) as Schedule 3 (the "Amortization Schedule"). The
amounts allocated to interest and principal in the Amortization Schedule are
referred to hereinafter as "Scheduled Interest" and "Scheduled Principal"
respectively. "Available Funds" shall mean, as of any Distribution Date, the
aggregate amount received on or with respect to the Term Assets on or with
respect to such Distribution Date.
The Trust was created pursuant to a Base Trust Agreement dated as of
July 7, 1997 (the "Agreement"), between the Depositor and First Trust of New
York, National Association, a New York banking corporation, not in its
individual capacity but solely as Trustee (the "Trustee"), as supplemented by
the Series BLS 1997-6 Supplement dated as of July 7, 1997 (the "Series
Supplement" and, together with the Agreement, the "Trust Agreement"), between
the Depositor and the Trustee. This Certificate does not purport to summarize
the Trust Agreement and reference is hereby made to the Trust Agreement for
information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and obligations of
the Trustee with respect hereto. A copy of the Trust Agreement may be obtained
from the Trustee by written request sent to the Corporate Trust Office.
Capitalized terms used but not defined herein have the meanings assigned to them
in the Trust Agreement.
This Certificate is one of the duly authorized Certificates designated
as "TIERS(sm) Corporate Bond-Backed Certificates, Series BLS 1997-6, Amortizing
Class Certificates" (herein called the "Amortizing Class Certificates"). The
Trust is also issuing certificates designated as "TIERS(sm) Corporate
Bond-Backed Certificates, Series BLS 1997-6, ZTF(R) Class Certificates"
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(hereinafter called the "ZTF Class Certificates" and together with the
Amortizing Class Certificates, the "Certificates") pursuant to the Trust
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Trust Agreement, to which Trust Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound. The property of the Trust consists of the Term
Assets and all payments on or collections in respect of the Term Assets accrued
on or after the Closing Date, all as more fully specified in the Trust
Agreement.
Subject to the terms and conditions of the Trust Agreement (including
the availability of funds for distribution) and until the obligation created by
the Trust Agreement shall have terminated in accordance therewith, distributions
will be made on each Distribution Date to the Person in whose name this
Certificate is registered on the applicable Record Date, in an amount equal to
such Certificateholder's fractional undivided interest in the amount required to
be distributed to the Holders of the Amortizing Class Certificates on such
Distribution Date. The Record Date applicable to any Distribution Date is the
day immediately preceding such Distribution Date.
Distributions made on this Certificate will be made as provided in the
Trust Agreement by the Trustee by wire transfer or credit to the appropriate
account of the Holder in immediately available funds, without the presentation
or surrender of this Certificate or the making of any notation hereon. Except as
otherwise provided in the Trust Agreement and notwithstanding the above, the
final distribution on this Certificate will be made after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency maintained for that
purpose by the Trustee in the Borough of Manhattan, The City of New York.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee, by manual signature, this Certificate shall not
entitle the holder hereof to any benefit under the Trust Agreement or be valid
for any purpose.
It is the intent of the Depositor and the Certificateholders that, for
purposes of federal income, state and local income and franchise taxes and any
other taxes imposed upon, measured by or based upon gross or net income, the
Trust shall be treated as a grantor trust or, failing that, as a partnership,
and not an association (or publicly traded partnership) taxable as a
corporation, and the Trust Agreement shall be interpreted accordingly. Except as
otherwise required by appropriate taxing authorities, the Depositor and the
other Certificateholders by acceptance of a Certificate, agree to treat, the
Certificates for such tax purposes as interests in such grantor trust. It is
also the intent of the Depositor and the Certificateholders that, in the event
that the Internal Revenue Service successfully recharacterizes the Trust as a
partnership for federal income tax purposes, the Trust will elect out of
subchapter K of the Code beginning with the first taxable year of the Trust.
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THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE HOLDER HEREOF SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
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IN WITNESS WHEREOF, the Depositor has caused this Certificate to be
duly executed as of the date set forth below.
STRUCTURED PRODUCTS CORP.
By: ________________________________
Authorized Signatory
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Amortizing Class Certificates described in the Trust
Agreement referred to herein.
FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION, not in its
individual capacity but solely as Trustee,
By: ________________________________
Authorized Signatory
Dated: July 7, 1997
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(REVERSE OF TRUST CERTIFICATE)
The Certificates are limited in right of distribution to certain
payments and collections respecting the Trust Agreement, all as more
specifically set forth herein and in the Trust Agreement. The registered Holder
hereof, by its acceptance hereof, agrees that it will look solely to the Term
Assets (to the extent of its rights therein) for distributions hereunder.
Subject to the next paragraph and to certain exceptions provided in the
Trust Agreement, the Trust Agreement permits the amendment thereof and the
modification of the rights and obligations of the Depositor and the Trustee and
the rights of the Certificateholders under the Trust Agreement at any time by
the Depositor and the Trustee with the consent of the Holders of Certificates
evidencing greater than 66-2/3% of the aggregate Voting Rights of each
Outstanding Class of Certificates subject to certain provisions set forth in the
Trust Agreement. Any such consent by the Holder of this Certificate (or any
predecessor Certificate) shall be conclusive and binding on such Holder and upon
all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Trust Agreement also permits
the amendment thereof, in certain limited circumstances, without the consent of
the Holders of any of the Certificates.
The Certificates are issuable in fully registered form only in minimum
original principal amounts of $1,000 and integral multiples thereof. As provided
in the Trust Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of the same principal amount,
class, original issue date and maturity, in authorized denominations as
requested by the Holder surrendering the same.
As provided in the Trust Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies of the Certificate Registrar maintained by
the Trustee in the Borough of Manhattan, The City of New York, duly endorsed by,
or accompanied by an assignment in the form below and by such other documents as
required by the Trust Agreement signed by, the Holder hereof, and thereupon one
or more new Certificates of the same class in authorized denominations
evidencing the same principal amount will be issued to the designated transferee
or transferees. The Certificate Registrar appointed under the Trust Agreement is
First Trust of New York, National Association.
No service charge will be made for any registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
The Depositor and the Trustee and any agent of the Depositor or the
Trustee may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Depositor, the Trustee, nor any
such agent shall be affected by any notice to the contrary.
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[The Trust and the obligations of the Depositor and the Trustee created
by the Trust Agreement with respect to the Certificates will terminate upon (i)
the distribution in kind of the Term Assets to the ZTF Class Certificateholders
on June 15, 2003 (or the Redemption Price of the Term Assets if and to the
extent that they are redeemed by the Term Assets Issuer on such date) or (ii)
the payment in full of the Certificates after an Optional Redemption or Maturity
Shortening Redemption, or (iii) the distribution in kind of the Term Assets to
the ZTF Class Certificateholders and Amortizing Class Certificateholders after a
Payment Default or an Acceleration.]
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ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto
PLEASE INSERT SOCIAL SECURITY OR
TAXPAYER IDENTIFICATION OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(Please print or type name and address, including postal zip code, of assignee)
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the within Trust Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing
Attorney to
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transfer said Trust Certificate on the books of the Certificate Registrar, with
full power of substitution in the premises.
Dated:
*
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Signature Guaranteed;
*
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* NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Trust Certificate in every particular,
without alteration, enlargement or any change whatever. Such signature must be
guaranteed by an "eligible guarantor institution" meeting the requirements of
the Certificate Registrar, which requirements include membership or
participation in STAMP or such other "signature guarantee program" as may be
determined by the Certificate Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.
