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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.
(Exact name of registrant as specified in its charter)
Delaware 13-3692801
(State of incorporation or organization) (IRS Employer Identification No.)
Seven World Trade Center
Room 33-130, 33rd Floor
New York, New York 10048
(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a If this form relates to the
class of debt securities and is effective upon registration of a class of
filing pursuant to General Instruction debt securities and is to
A(C)(1) please check the following box. |X| become effective
simultaneously with the
effectiveness of a
concurrent registration
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
$58,072,000 TIERS(Servicemark) Corporate Bond-
Backed Certificates, Series APA 1997-8,
Amortizing Class Certificates
(the "Certificates") New York Stock Exchange
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 the Registrant's Prospectus Supplement dated September 10,
1997 (the "Prospectus Supplement"), and "Special Considerations"
and "Description of Certificates" in the Registrant's
Prospectus, dated June 13, 1997 (the "Prospectus"), which
descriptions are incorporated herein by reference. The
Registrant filed the Prospectus and Prospectus Supplement with
the Securities and Exchange Commission on September 10, 1997,
pursuant to the Rule 424(b)(5) under the Securities Act of 1933.
Item 2. Exhibits.
1. Certificate of Incorporation of the Registrant is set
forth as Exhibit 3.1 to the Registrant's Registration
Statement on Form S-3 (Registration No. 33-55860) (the
"Registration Statement") and is incorporated herein by
reference.
2. By-laws, as amended, of the Registrant 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: September 10, 1997 By: /s/ Timothy P. Beaulac
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Authorized Signatory
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Exhibit 4. Form of the Certificates
NUMBER $58,072,000
R-1 CUSIP NO. 871928AU1
SEE REVERSE FOR CERTAIN DEFINITIONS
THE HOLDER OF THIS CERTIFICATE SHALL HAVE NO RIGHT TO PRINCIPAL PAYMENTS IN
RESPECT OF THE TERM ASSETS EXCEPT IN THE EVENT OF A MATURITY SHORTENING
REDEMPTION (AS SUCH TERM IS DEFINED IN THE TRUST AGREEMENT REFERRED TO HEREIN)
ON OR PRIOR TO AUGUST 15, 2017. 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 APA 1997-8
TIERS(SM) CORPORATE BOND-BACKED CERTIFICATES,
SERIES APA 1997-8
Amortizing Class
evidencing a fractional undivided beneficial ownership interest in the Trust, as
defined below, the property of which consists of $75,000,000 aggregate principal
amount of Fifty Year 7 3/8% Debentures, due August 15, 2047 (the "Term Assets")
issued by Apache Corporation (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 nonassessable,
fully-paid, fractional undivided interest in TIERS Corporate Bond-Backed
Certificates Trust APA 1997-8 formed by the Depositor. Under the Trust
Agreement, there will be distributed on the fifteenth day of each February and
August, or if such day if not a Business Day, then the immediately following
Business Day, commencing February 15, 1998 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, 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 2
(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.
The Trust was created pursuant to a Base Trust Agreement dated as of
September 15, 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 APA 1997-8 Supplement dated as of September 15, 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 APA 1997-8, Amortizing
Class Certificates" (herein called the "Amortizing Class Certificates"). The
Trust is also issuing
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certificates designated as "TIERS(SM) Corporate Bond-Backed Certificates, Series
APA 1997-8, ZTF Class Certificates" (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
that is not taxable as a corporation or a public traded partnership, 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 GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
ENTIRELY THEREIN WITHOUT REFERENCE TO SUCH STATE'S PRINCIPLES OF CONFLICTS OF
LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD
BE REQUIRED THEREBY, 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:
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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:
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Authorized Signatory
Dated: September 15, 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 the Required Percentage which shall be either 50% or
66-2/3% of the aggregate Voting Rights of each Outstanding Class of Certificates
as 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
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purposes, and neither the Depositor, the Trustee, nor any such agent shall be
affected by any notice to the contrary.
The Trust and the obligations of the Depositor and the Trustee created by
the Trust Agreement with respect to the Certificates will terminate upon (a) the
distribution in kind of all the Term Assets to the ZTF Class Certificateholders
on August 15, 2017, (b) the payment in full of amounts due and owing on the
Certificates after a Maturity Shortening Redemption, (c) the distribution in
kind of the Term Assets to the ZTF Class Certificateholders and Amortizing Class
Certificateholders after a Payment Default or an Acceleration or (d) the
distribution in kind of all the Term Assets upon the tender at any time by an
affiliate of the Depositor of 100% of each of the aggregate principal amount of
the then-outstanding ZTF Class Certificates and the Amortizing Class
Certificates in exchange for 100% of the aggregate principal amount of the Term
Assets.
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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 transfer
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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.
