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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(h) 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 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 Instruction simultaneously with the effectiveness
A(C)(1) please check the following of a concurrent registration statement
box. /X/ 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 l2(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
$25,000,000 TIERS(Service Mark) Corporate Bond-
Backed Certificates, Series BLS 1997-6,
ZTF 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 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 Certificates 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: July 10, 1997 By: /s/ Marwan A. Marshi
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Authorized Signatory
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EXHIBIT INDEX
Exhibit Description Page
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. 5
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ZTF CLASS CERTIFICATE
NUMBER $25,000,000
R-1 CUSIP NO. 871928 AK 3
SEE REVERSE FOR CERTAIN DEFINITIONS
THE HOLDER OF THIS CERTIFICATE SHALL HAVE NO RIGHT TO PAYMENTS
IN RESPECT OF THE TERM ASSETS EXCEPT IN THE EVENT OF AN OPTIONAL REDEMPTION OR
MATURITY SHORTENING REDEMPTION (AS SUCH TERMS ARE DEFINED IN THE TRUST AGREEMENT
REFERRED TO HEREIN) ON OR PRIOR TO JUNE 15, 2003. 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(Service Mark) CORPORATE BOND-BACKED CERTIFICATES,
SERIES BLS 1997-6
ZTF(Registered) 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% 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 $25,000,000
nonassessable, fully-paid, fractional undivided interest in TIERS Corporate
Bond-Backed Certificates BellSouth 1997-6 formed by the Depositor. Under the
Trust Agreement, this Certificate will be terminated and deemed involuntarily
surrendered by the holder hereof in exchange for a principal amount of the Term
Assets underlying this Certificate equal to the Certificate Principal Balance
hereof on June 15, 2003, unless (i) an Optional Redemption or (ii) a Maturity
Shortening Redemption (as such terms are defined in the Trust Agreement) has
occurred on or prior to such 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(Service Mark) Corporate Bond-Backed Certificates, Series
BLS 1997-6, ZTF(Registered) Class Certificates" (herein called the "ZTF Class
Certificates"). The Trust is also issuing certificates designated as
"TIERS(Service Mark)" Corporate Bond-Backed Certificates, Series BLS 1997-6,
Amortizing Class Certificates" (hereinafter called the Amortizing Class
Certificates" and together with the ZTF 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 distributions) 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 ZTF Class
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Certificates on such Distribution Date. The Record Date applicable to any
Distribution Date is the day immediately preceding such Distribution Date.
"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.
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.
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:
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Authorized Signatory
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the ZTF 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: 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.
The Trust and the obligations of the Depositor and the
Trustee created by the Trust Agreement with respect to the Certificates shall
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 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
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to 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.
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