As filed with the Securities and Exchange Commission on September 18, 1997
Registration No. 33-55860
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
Post-Effective Amendment No. 5
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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STRUCTURED PRODUCTS CORP.
(Exact name of Registrant as specified in its charter)
Delaware 13-3692801
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Seven World Trade Center
New York, New York 10048
(212) 783-7000
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
Zachary Snow, Esq., Secretary
Structured Products Corp.
Seven World Trade Center
New York, New York 10048
(212) 783-7000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------
COPY TO:
Steven T. Kolyer, Esq.
Rogers & Wells
200 Park Avenue
New York, New York 10166
----------------
Approximate date of commencement of proposed sale to the public: From
time to time after this Registration Statement becomes effective as determined
by market conditions.
If only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. <square>
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. <checked-box>
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. <square>
If this Form is post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. <square>
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. <square>
--------------------
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 Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
SIGNATURES
Pursuant to requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing Form S-3 and has duly caused this Post-
Effective Amendment No. 5 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
State of New York, on this 17th day of September, 1997.
STRUCTURED PRODUCTS CORP.,
By: /s/ Timothy Beaulac
___________________
Timothy Beaulac
Title: Vice President
<PAGE>
EXHIBIT INDEX
Exhibit Sequentially
Number Exhibit Description Numbered Page
- ------- ------------------- -------------
25.1 Statement of Eligibility and Qualification of Trustee
with respect to TIERS Asset-Backed Securities, Series
CHAMT Trust 1997-7
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b) (2) ______
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FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
United States 13-3781471
(Jurisdiction of incorporation (I.R.S. Employer
or organization if not a U.S. Identification No.)
national bank)
100 Wall Street, New York, NY 10005
(Address of principal executive offices) (Zip Code)
---------
For information, contact:
Dennis J. Calabrese, President
First Trust of New York, National Association
100 Wall Street, 16th Floor
New York, NY 10005
Telephone: (212) 361-2506
---------
TIERS Asset-Backed Securities, Series CHAMT Trust 1997-7
(Exact name of obligor as specified in its charter)
Delaware Applied For
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Delaware Trust Capital Management, Inc.
c/o Corestates Bank
FC5-4-2-6
3 Beaver Valley Road
Wilmington, DE 19803
(Address of principal executives offices) (Zip Code)
---------
TIERS Asset-Backed Securities, Series CHAMT Trust 1997-7
Fixed Rate Notes, Class A
(Title of the indenture securities)
<PAGE>
Item 1. GENERAL INFORMATION.
Furnish the following information as to the trustee --
(a) Name and address of each examining or supervising authority to
which it is subject.
Name Address
---- -------
Comptroller of the Currency Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. AFFILIATIONS WITH THE OBLIGORS.
If any obligor is an affiliate of the trustee, describe each such
affiliation.
None.
Item 16. LIST OF EXHIBITS.
Exhibit 1. Articles of Association of First Trust of New York, National
Association, incorporated herein by reference to Exhibit 1 of
Form T-1, Registration No. 33-83774.
Exhibit 2. Certificate of Authority to Commence Business for First Trust
of New York, National Association, incorporated herein by
reference to Exhibit 2 of Form T-1, Registration No. 33-
83774.
Exhibit 3. Authorization of First Trust of New York, National
Association, to exercise corporate trust powers, incorporated
herein by reference to Exhibit 3 of Form T-1, Registration
No. 33-83774.
Exhibit 4. By-Laws of First Trust of New York, National Association,
incorporated herein by reference to Exhibit 4 of Form T-1,
Registration No. 33-83774.
Exhibit 5. Not applicable.
Exhibit 6. Consent of First Trust of New York, National Association,
required by Section 321(b) of the Act, incorporated herein by
reference to Exhibit 6 of Form T-1, REgistration No. 33-
83774.
Exhibit 7. Report of Condition of First Trust of New York, National
Association, as of the close of business on June 30, 1997,
published pursuant to law or the requirements of its
supervising or examining authority.
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
2
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, First Trust of New York, National Association, a national banking
association organized and existing under the laws of the United States, has
duly caused this statement of eligibility to be signed on its behalf of the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 15th day of September 1997.
FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION
By: /S/Marlene Fahey
-----------------
Marlene Fahey
Vice President
3
<PAGE>
EXHIBIT 7
FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION
STATE OF FINANCIAL CONDITION
AS OF 6/30/97
($000's)
6/30/97
ASSETS
Cash and Due From Depository Institutions $ 35,121
Federal Reserve Stock 3,490
Fixed Assets 802
Intangible Assets 77,269
Other Assets 5,921
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TOTAL ASSETS 122,603
=======
LIABILITIES
Other Liabilities 7,037
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TOTAL LIABILITIES 703
EQUITY
Common and Preferred Stock 1,000
Surplus 120,932
Undivided Profits (6,367)
TOTAL EQUITY CAPITAL 115,565
-------
TOTAL LIABILITIES AND EQUITY CAPITAL $122,603
===========================
To the best of the undersigned's determination, as of this date the above
financial information is true and correct.
First Trust of New York, National Association
By:/S/ Carmela Ehret
-------------------------
Vice President
Date: August 15, 1997
4
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