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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.
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(Exact name of registrant as specified in its charter)
Delaware 13-3692801
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(State of incorporation or organization) (IRS Employer Identification No.)
Seven World Trade Center
Suite 33-130, 33rd Floor
New York, New York 10048
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(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
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$10,000,000 TIERS(sm) Tens Certificates, Series LTR 1998-4,
(the "Certificates") New York Stock Exchange
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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";
"Risk Factors"; "Description of the Certificates"; "ERISA
Considerations"; and "Certain Federal Income Tax
Considerations" in Registrant's Prospectus Supplement dated
May 18, 1998, and "Risk Factors" and "Description of
Certificates" in Registrant's Prospectus, dated June 13, 1997,
which description is incorporated herein by reference.
Registrant filed the Prospectus and Prospectus Supplement with
the Securities and Exchange Commission on May 14, 1998,
pursuant to the Rule 424(b)(5) 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.
[Balance of page left intentionally blank]
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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: May 14, 1998 By: /s/Mathew Mayers
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EXHIBIT 4
FORM OF CERTIFICATES
THIS CERTIFICATE REPRESENTS AN 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 ("DTC") 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 IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
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.
CERTIFICATE NUMBER R-1 $10,000,000
CUSIP: 871928 BH9 Certificate Amount
TIERS(sm) TENS CERTIFICATES, SERIES LTR 1998-4
evidencing an undivided interest in the Trust, as defined below, the assets of
which include Loews Corporation 7.0% Senior Notes due October 15, 2023 (the
"Term Assets").
This Certificate does not represent an interest in or obligation of the
Depositor or any of its affiliates, except to the extent described below.
THIS CERTIFIES THAT Cede & Co. is the registered owner of a
nonassessable, fully-paid, fractional undivided interest in TIERS(sm) Tens
Certificates Trust LTR 1998-4 (the "Trust") formed by Structured Products
Corp., as depositor (the "Depositor").
The Trust was created pursuant to a Base Trust Agreement, dated as of
May 18, 1998 (the "Agreement"), between the Depositor and U.S. Bank Trust
National Association, a national banking association, not in its individual
capacity but solely as Trustee (the "Trustee"), as supplemented by the Series
LTR 1998-4 Supplement dated as of May 18, 1998 (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) Tens Certificates, Series LTR 1998-4" (herein called
the "Certificate"). 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.
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The assets of the Trust include the Term Assets and all proceeds of the Term
Assets. Additional Term Assets may be deposited in the Trust and additional
Certificates may be authenticated and delivered from time to time as provided
in the Trust Agreement, which additional Certificates shall rank pari passu
with all other Certificates issued in accordance with the Series Supplement.
Under the Trust Agreement, there shall be distributed on the dates
specified in the Series Trust Agreement (a "Distribution Date"), to the person
in whose name this Certificate is registered at the close of business on the
related Record Date, such Certificateholder's fractional undivided interest in
the amount of distributions of the Term Assets to be distributed to
Certificateholders on such Distribution Date. The Term Assets pay interest on
April 15 and October 15 of each year with the next interest payment date
occurring on October 15, 1998. The principal of the Term Assets is scheduled
to be paid on October 15, 2023.
The Certificates are subject to redemption in the event the Term
Assets are redeemed. Upon receipt of a notice that all or a portion of the
Term Assets are to be redeemed, the Trustee shall select by lot an equal
principal amount of Certificates for redemption, establish the Term Assets
Redemption Distribution Date and notify such Certificateholders of such
redemption not less than fifteen days prior to the Term Assets Redemption
Distribution Date. The price (expressed as a percentage of the principal
amount) at which such Certificates shall be redeemed shall equal the price
(expressed as a percentage of the principal amount) at which the Term Assets
are being redeemed plus accrued interest thereon. The payment of the
redemption price shall be made on the Term Assets Redemption Distribution
Date.
In the event of a Payment Default or an Acceleration, the Trustee
shall liquidate, as soon as reasonably possible after the occurrence thereof,
the Term Assets (by selling the Term Assets to the highest bidder obtained
pursuant to the procedures set forth in the Trust Agreement) and distribute
the proceeds of such sale (after deducting any costs incurred in connection
therewith and subject to Section 10(h) of the Series Supplement) to the
Holders of the Certificates.
The distributions in respect of this Certificate are payable in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts as set forth in the
Series Trust Agreement.
It is the intent of the Depositor and the Certificateholders that the
Trust will be classified either as a grantor trust under subpart E, Part I of
subchapter J of the Internal Revenue Code of 1986, or as a partnership. Except
as otherwise required by appropriate taxing authorities, the Depositor and the
Trustee, by executing the Trust Agreement, and each Certificateholder, by
acceptance of a TIERS(sm), agrees to treat, and to take no action inconsistent
with the treatment of, the Certificates for such tax purposes as interests in
either a grantor trust or a partnership, and the provisions of the Trust
Agreement shall be interpreted to further this intention of the parties.
Each Certificateholder, by its acceptance of a Certificate, covenants
and agrees that such Certificateholder shall not, prior to the date which is
one year and one day after the termination of the Trust Agreement, acquiesce,
petition or otherwise invoke or cause the Depositor to invoke the process of
any court or governmental authority for the purpose of commencing or
sustaining a case against the Depositor under any federal or state bankruptcy,
insolvency, reorganization or similar law or appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar
official of the Depositor or any substantial part of its property, or ordering
the winding up or liquidation of the affairs of the Depositor.
Distributions on this Certificate shall be made as provided in the
Trust Agreement by the Trustee by wire transfer or check mailed to the
Certificateholder of record in the Certificate Register without the
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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 shall 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
maintained for such purpose by the Trustee in the Borough of Manhattan, the
City of New York.
The Certificates do not represent an obligation of, or an interest
in, the Depositor, the Trustee or any affiliates of any of them and no
recourse may be had against such parties or their assets, except as may be
expressly set forth or contemplated herein. In addition, this Certificate is
not guaranteed by any governmental agency or instrumentality and is limited in
right of payment to certain collections with respect to the Term Assets, all
as more specifically set forth herein and in the Trust Agreement. A copy of
the Trust Agreement may be examined during normal business hours at the
principal office of the Depositor, and at such other places, if any,
designated by the Depositor, by any Certificateholder upon written request.
The Trust Agreement permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Trust Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registerable 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 New York City, accompanied by a written instrument of transfer
in form satisfactory to the Trustee and the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificate of authorized denominations
evidencing the same aggregate interest in the Trust will be issued to the
designated transferee. The initial Certificate Registrar appointed under the
Trust Agreement is the Trustee.
The Certificates are issuable only in registered form in the
authorized denominations specified in the Trust Agreement. As provided in the
Trust Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same aggregate denomination, as requested by the Holder
surrendering the same; provided, however, that no Certificates may be
subdivided such that the denomination of any resulting Certificate is less
than the minimum authorized denomination specified in the Trust Agreement. No
service charge shall be made for any such registration of transfer or
exchange, but the Trustee or the Certificate Registrar may require payment of
a sum sufficient to cover any tax or governmental charge payable in connection
therewith.
The Trustee, the Certificate Registrar and any agent of the Trustee
or the Certificate Registrar may treat the person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of
the Trustee, the Certificate Registrar or 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
(subject to the surviving rights of indemnity) upon (a) the payment in full at
maturity or upon early redemption of the Certificates, (b) the distribution of
the sale proceeds of the Term Assets (after deducting any costs incurred in
connection therewith) after a Payment Default or an Acceleration thereof and
(c) the distribution in kind of all of the Term Assets upon the tender by an
affiliate of the Depositor of 100% of the then outstanding Certificates in
exchange for 100% of the Term Assets.
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Unless the certificate of authentication hereon shall have been
executed by an authorized officer 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.
A copy of the Trust Agreement is available upon request and all of
its terms and conditions are hereby incorporated by reference and made a part
hereof.
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 PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
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IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed by its manual or facsimile signature.
U.S. BANK TRUST NATIONAL ASSOCIATION, not
in its individual capacity but solely as Trustee and
Authenticating Agent
By:
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Authorized Signatory
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificate referred to in the within-mentioned
Trust Agreement.
U.S. BANK TRUST NATIONAL ASSOCIATION,
not in its individual capacity but solely as Trustee and
Authenticating Agent
By:
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Authorized Signatory
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