<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: Commission file number:
December 31, 1995 33-55860
STRUCTURED PRODUCTS CORP., on behalf of TIERS
TRUST 1 (Issuer in respect of the Structured Treasury Escalating
Pass-Through Certificates, Series 1)
(Exact name of registrant as specified in its charter)
United States of America 13-3692801
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification No.)
Seven World Trade Center
33rd Floor
New York, NY 10048
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code:
(212) 783-6645
Securities registered pursuant to Section 12(b) of the Act:
TIERS Trust 1, Structured Treasury Escalating Pass-Through Certificates,
Series 1
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the Registrant has (1) filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to filed such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes No /x/
State the aggregate market value of the voting stock held by non-affiliates of
the registrant.
The Registrant has no voting stock or class of common stock outstanding as of
the date of this report.
<PAGE>
Introductory Note
Structured Products Corp. (the "Depositor") is the depositor under the Trust
Agreement, dated as of March 29, 1995, and the Series 1 Supplement, dated as of
March 29, 1995, by and between the Depositor and Bankers Trust Company, as
Trustee (the "Trustee"), providing for the issuance of the Structured Treasury
Escalating Pass-Through Certificates, Series 1 ( the "Certificates") and is the
depositor for TIERS Trust 1 (the "Registrant"). The Certificates do not
represent obligations of or interests in the Depositor. Pursuant to staff
administrative positions established in various no-action letters, see, e.g.,
Corporate Asset Backed Corporation ("CABCO") (available August 9, 1995); Lehman
Structured Assets, Inc. (available December 8, 1994), Depositor is not required
to respond to various items of Form 10-K. Such items are designated herein as
"Not Applicable."
PART I
Item 1. Business
Not Applicable
Item 2. Properties
Not Applicable
Item 3. Legal Proceedings
None
Item 4. Submission of Matters To A Vote Of Security Holders.
None
PART II
Item 5. Market For Registrant's Common Equity and Related Stockholder Matters
The Certificates issued by TIERS Trust 1 representing
investors' interest in the Trust are represented by one or
more physical Certificates registered in the name of Cede &
Co., the nominee of The Depository Trust Company.
To the best knowledge of the registrant, there is no
established public trading market for the Certificates.
Item 6. Selected Financial Data
Not Applicable
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Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Not Applicable
Item 8. Financial Statements and Supplementary Data
Not Applicable
Item 9. Changes In and Disagreements With Accountants On Accounting and
Financial Disclosure
None
Item 10. Directors and Executive Officers of the Registrant
Not Applicable
Item 11. Executive Compensation
Not Applicable
PART III
Item 12. Security Ownership Of Certain Beneficial Owners and Management
(a) Not Available
(b) Not Applicable
(c) Not Applicable
Item 13. Certain Relationships and Related Transactions
None
PART IV
Item 14. Exhibits, Financial Statement Schedules, And Reports On Form 8-K
(a) The following documents are filed as part of this Report:
3. Exhibits:
28.01 Structured Treasury Escalating Pass-Through
Certificates, Series 1 (File No. 33-55860) -- Accountants'
Report on Agreed-Upon Procedures dated September 21, 1995.
<PAGE>
(b) None
(c) See item 14(a)(3) above.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
STRUCTURED PRODUCTS CORP.,
as depositor for Trust Registrant
Date: April 15, 1997 By: /s/ Philip U. Tremmel
--------------------------
(information provided as of Philip U. Tremmel
December 31, 1995) Vice President and Finance Officer
<PAGE>
[Arthur Anderson LLP Letterhead]
Report on Agreed-Upon Procedures
Structured Products Corp. TIERS Trust 1
September 21, 1995
<PAGE>
[Arthur Anderson LLP Letterhead]
Structured Products Corp. (as Depositor)
Seven World Trade Center
New York, New York 10048
Bankers Trust Company (as Trustee)
Four Albany Street
New York, New York 10006
Standard & Poor's Rating Group
Structured Finance
25 Broadway
New York, New York 10004-1064
Moody's Investors Service
99 Church Street
New York, New York 10007
Dear Sirs:
We are independent public accountants with respect to Bankers Trust Company (the
"Trustee") and Structured Products Corp. TIERS Trust 1 (the "Trust"), as defined
under the Code of Professional Conduct of the American Institute of Certified
Public Accountants.
At your request, we have performed the following agreed-upon procedures with
respect to the administration of the underlying deposited assets and related
credit support for the period from March 29, 1995 to June 30, 1995 of the Trust:
a. Traced the deposit of $51,108,240 received from the Certificate
Holders to the documentation of the Trust's account maintained by
the Trustee as of March 29, 1995.
b. Traced the purchase in the amount of $51,108,240 and the related
deposit of the following securities to the documentation of the
Trust's account maintained by the Trustee as of March 29, 1995:
<TABLE>
<CAPTION>
Security Maturity CUSIP Face Value
- -----------------------------------------------------------------------------------
<S> <C> <C> <C>
Treasury Strip August 15, 1995 912820AD9 $ 51,000
Treasury Strip February 15, 1996 912820AF4 491,000
Treasury Strip August 15, 1996 912833BU3 503,000
Treasury Strip February 15, 1997 912833BV1 503,000
Treasury Strip August 15, 1997 912833BW9 516,000
Treasury Strip February 15, 1998 912833BX7 516,000
Treasury Strip August 15, 1998 912833BY5 541,000
Treasury Strip February 15, 1999 912833BZ2 541,000
Treasury Strip August 15, 1999 912833CA6 566,000
</TABLE>
<PAGE>
Structured Products Corp. (as Depositor)
Bankers Trust Company (as Trustee)
Standard & Poor's Rating Group
Moody's Investors Service
Page 3
<TABLE>
<S> <C> <C> <C>
Treasury Strip February 15, 2000 912820AV9 566,000
Treasury Strip August 15, 2000 912820AX5 591,000
Treasury Strip February 15, 2001 912833CD0 591,000
Treasury Strip August 15, 2001 912833CE8 616,000
Treasury Strip February 15, 2002 912833CF5 616,000
Treasury Strip August 15, 2002 912833CG3 641,000
Treasury Strip February 15, 2003 912820BF3 641,000
Treasury Strip August 15, 2003 912833CJ7 678,000
Treasury Strip February 15, 2004 912833CK4 678,000
Treasury Strip August 15, 2004 912833CL2 741,000
Treasury Strip February 15, 2005 912833CM0 15,741,000
Treasury Note February 15, 2005 912827S86 35,000,000
----------------
Total $61,328,000
</TABLE>
c. Traced the withdrawal of the following securities, in accordance
with the Trust Agreement, by a Certificate Holder, from the
Trust's account maintained by the Trustee as of May 16, 1995:
<TABLE>
<CAPTION>
Security Maturity CUSIP Face Value
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Treasury Strip August 15, 1995 912820AD9 $ 11,000
Treasury Strip February 15, 1996 912820AF4 117,000
Treasury Strip August 15, 1996 912833BU3 120,000
Treasury Strip February 15, 1997 912833BV1 120,000
Treasury Strip August 15, 1997 912833BW9 123,000
Treasury Strip February 15, 1998 912833BX7 123,000
Treasury Strip August 15, 1998 912833BY5 129,000
Treasury Strip February 15, 1999 912833BZ2 129,000
Treasury Strip August 15, 1999 912833CA6 135,000
Treasury Strip February 15, 2000 912820AV9 135,000
Treasury Strip August 15, 2000 912820AX5 141,000
Treasury Strip February 15, 2001 912833CD0 141,000
Treasury Strip August 15, 2001 912833CE8 147,000
Treasury Strip February 15, 2002 912833CF5 147,000
Treasury Strip August 15, 2002 912833CG3 153,000
</TABLE>
<PAGE>
Structured Products Corp. (as Depositor)
Bankers Trust Company (as Trustee)
Standard & Poor's Rating Group
Moody's Investors Service
Page 4
<TABLE>
<S> <C> <C> <C>
Treasury Strip February 15, 2003 912820BF3 153,000
Treasury Strip August 15, 2003 912833CJ7 162,000
Treasury Strip February 15, 2004 912833CK4 162,000
Treasury Strip August 15, 2004 912833CL2 177,000
Treasury Strip February 15, 2005 912833CM0 3,777,000
Treasury Strip August 15, 2005 912827S86 8,400,000
----------------
Total $14,702,000
</TABLE>
d. Traced the following remaining securities to the documentation
of the Trust's account maintained by the Trustee as of June
30, 1995:
<TABLE>
<CAPTION>
Security Maturity CUSIP Face Value
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Treasury Strip August 15, 1995 912820AD9 $ 40,000
Treasury Strip February 15, 1996 912820AF4 374,000
Treasury Strip August 15, 1996 912833BU3 383,000
Treasury Strip February 15, 1997 912833BV1 383,000
Treasury Strip August 15, 1997 912833BW9 393,000
Treasury Strip February 15, 1998 912833BX7 393,000
Treasury Strip August 15, 1998 912833BY5 412,000
Treasury Strip February 15, 1999 912833BZ2 412,000
Treasury Strip August 15, 1999 912833CA6 431,000
Treasury Strip February 15, 2000 912820AV9 431,000
Treasury Strip August 15, 2000 912820AX5 450,000
Treasury Strip February 15, 2001 912833CD0 450,000
Treasury Strip August 15, 2001 912833CE8 469,000
Treasury Strip February 15, 2002 912833CF5 469,000
Treasury Strip August 15, 2002 912833CG3 488,000
Treasury Strip February 15, 2003 912820BF3 488,000
Treasury Strip August 15, 2003 912833CJ7 516,000
Treasury Strip February 15, 2004 912833CK4 516,000
Treasury Strip August 15, 2004 912833CL2 564,000
Treasury Strip February 15, 2005 912833CM0 11,964,000
Treasury Strip August 15, 2005 912827S86 26,600,000
---------------------
Total $46,626,000
</TABLE>
<PAGE>
Structured Products Corp. (as Depositor)
Bankers Trust Company (as Trustee)
Standard & Poor's Rating Group
Moody's Investors Service
Page 5
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on any of
the elements referred to above. Had we performed additional procedures or had we
made an audit of the financial statements of the Trust in accordance with
generally accepted auditing standards, matters might have come to our attention
that would have been reported to you. This report relates only to the elements
specified above and does not extend to any financial statements of the Trust
taken as a whole.
This report is solely for the management of Structured Products Corp., Bankers
Trust Company, Standard & Poor's Rating Group, Moody's Investors Service and the
Certificate Holders, and is not to be used, referred to or distributed for any
other purpose.
/s/ Arthur Andersen LLP
New York, New York
September 21, 1995
