<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
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 If this form relates to the
of a class of debt securities and is registration of a class of debt
effective upon filing pursuant to General securities and is to become
Instruction A(C)(1) please check the effective simultaneously with the
following box. |X| 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
------------------- ------------------------------
$74,054,000 TIERS(sm) Corporate Bond-
Backed Certificates, Series IBM 1997-4,
Amortizing Class Certificates
(the "Certificates") New York Stock Exchange
- --------------------------------------- -------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
None
<PAGE>
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 13, 1997, and "Special
Considerations" and "Description of Certificates" in Registrant's
Prospectus, dated June 13, 1997, which description is incorporated
herein by reference. Registrant will file the Prospectus and Prospectus
Supplement with the Securities and Exchange Commission on or before
June 13, 1997, pursuant to the Rule 424(b) 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.
2
<PAGE>
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 13, 1997 By: /s/ Timothy P. Beaulac
----------------------
Authorized Signatory
<PAGE>
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 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 1, 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.
<PAGE>
TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST IBM 1997-4
TIERS(sm) CORPORATE BOND-BACKED CERTIFICATES,
SERIES IBM 1997-4
Amortizing Class
evidencing a fractional undivided beneficial ownership interest in the Trust,
as defined below, the property of which consists of $100,000,000 aggregate
principal amount of 7-1/8% Debentures due December 1, 2096 (the "Term Assets")
issued by International Business Machines 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 IBM 1997-4 formed by the Depositor. Under the
Trust Agreement, there will be distributed on the first day of each June and
December, or if such day if not a Business Day, then the immediately following
Business Day, commencing December 1, 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
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. "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 June 16, 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 IBM 1997-4 Supplement dated as of June 16, 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.
2
<PAGE>
This Certificate is one of the duly authorized Certificates
designated as "TIERS(sm) Corporate Bond-Backed Certificates, Series IBM 1997-4,
Amortizing Class Certificates" (herein called the "Amortizing Class
Certificates"). The Trust is also issuing certificates designated as "TIERS(sm)
Corporate Bond-Backed Certificates, Series IBM 1997-4, 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
3
<PAGE>
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.
4
<PAGE>
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
Dated: June 16, 1997
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
<PAGE>
(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
<PAGE>
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 (i) the distribution in kind of the Term Assets to the ZTF Class
Certificateholders on June 1, 2017, (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.
<PAGE>
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
- -------------------------------------------------------------------------------
(Please print or type name and address, including postal zip code, of assignee)
- -------------------------------------------------------------------------------
the within Trust Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing
- ---------------------------------------------------------- Attorney to transfer
said Trust Certificate on the books of the Certificate Registrar, with full
power of substitution in the premises.
Dated:
*
--------------------------------
Signature Guaranteed;
*
--------------------------------
* 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.
<PAGE>
Exhibit B
[Form of ZTF Class Certificate]
NUMBER $____________
R-___ CUSIP NO. ____________
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 1, 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.
<PAGE>
TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST IBM 1997-4
TIERS(sm) CORPORATE BOND-BACKED CERTIFICATES,
SERIES IBM 1997-4
ZTF Class
evidencing a fractional undivided beneficial ownership interest in the Trust,
as defined below, the property of which consists of $100,000,000 aggregate
principal amount of 7-1/8% Debentures due December 1, 2096 (the "Term Assets")
issued by International Business Machines 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 1997-IBM 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 1, 2017, 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 June 16, 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 IBM 1997-4 Supplement dated as of June 16, 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 IBM 1997-4,
ZTF Class Certificates" (herein called the "ZTF Class Certificates"). The Trust
is also issuing certificates designated as "TIERS(sm) Corporate Bond-Backed
Certificates, Series IBM 1997-4, 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
<PAGE>
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
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 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.
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.
<PAGE>
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
Dated: June 16, 1997
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:
--------------------------------
Authorized Signatory
<PAGE>
(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
<PAGE>
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 1, 2017, (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.
<PAGE>
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
- -------------------------------------------------------------------------------
(Please print or type name and address, including postal zip code, of assignee)
- -------------------------------------------------------------------------------
the within Trust Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing
- --------------------------------------------------------- Attorney to transfer
said Trust Certificate on the books of the Certificate Registrar, with full
power of substitution in the premises.
Dated:
*
--------------------------------
Signature Guaranteed;
*
--------------------------------
* 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.
