SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
MAY 21, 1998
Structured Products Corp. on behalf of
TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST C
1998-6 (Exact name of registrant as specified in charter)
DELAWARE 33-55860 13-3692801
(State or other (Commission File (IRS Employer Identification
jurisdiction of Number) Number)
incorporation)
Room 33-130, 33rd Floor
Seven World Trade Center
NEW YORK, NEW YORK 10048 10019
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 783-6645
NOT APPLICABLE
(Former name or former address, if changed since last report.)
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Item 5. Other Events
This Current Report on Form 8-K is being filed to file the tax opinion of
Stroock & Stroock & Lavan LLP, which has been rendered in connection with the
issuance of the TIERS Corporate Bond- Backed Cetificates, Series C 1998-6.
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Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(c) Exhibits
EXHIBIT NO.
8.1 Opinion of Stroock & Stroock & Lavan LLP re tax
matters
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SIGNATURES
Pursuant to the requirements 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. on behalf of
TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST C 1998-6
(Registrant)
Date: May 22, 1998 By: /S/ MATTHEW MAYERS
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Name:
Title:
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
8.1 Opinion of Stroock & Stroock & Lavan LLP re
tax matters
May 21, 1998
Salomon Brothers Inc
Seven World Trade Center
New York, NY 10048
Structured Products Corp.
Seven World Trade Center
Room 33-130, 33rd Floor
New York, NY 10048
Re: Structured Products Corp.
Registration Statement on Form
S-3, No. 33-55860 (the "Registration
STATEMENT")
Ladies and Gentlemen:
We have advised Structured Products Corp. (the "Registrant") in connection
with the filing with the Securities and Exchange Commission (the "Commission"),
pursuant to Rules 415 and 424(b)(2) of the Securities Act of 1933, as amended
(the "Act"), of the Prospectus dated June 13, 1997 (the "Base Prospectus") and
the Prospectus Supplement dated May 21, 1998 (the "Prospectus Supplement" and
together with the Base Prospectus, the "Prospectus"), relating to the issuance
of TIERS Corporate Bond-Backed Certificates, Series C 1998-6 (the
"Certificates"). Capitalized terms not otherwise defined herein are used as
defined in the Prospectus.
In that connection, we are familiar with the proceedings taken in
connection with the authorization, issuance and sale of the Certificates and we
have examined copies of such documents, corporate records and other instruments
as we have deemed necessary or appropriate for the purposes of this opinion,
including the Prospectus and the trust agreement pursuant to which the
Certificates are issued (the "Trust Agreement).
Based on the foregoing and assuming that the transactions contemplated to
occur under the Registration Statement and the Trust Agreement in fact occur in
accordance with the terms thereof, we hereby confirm that the description of
selected federal income tax consequences to holders of the Certificates that
appears under the heading "Federal Income Tax Consequences" in the Prospectus
Supplement conforms to our advice given to the Registrant. We hereby confirm the
opinion set forth in the Prospectus Supplement.
In rendering the foregoing opinions, we have assumed the following: (a) the
authenticity of original documents and genuineness of all signatures; (b) the
conformity to the originals of all documents submitted to us as copies; (c) the
truth, accuracy and completeness of the information, representations and
warranties made in conference or contained in the records, documents,
instruments and certificates we have reviewed.
We express no opinions as to matters of law other than the federal income
tax law of the United States of America.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name wherever appearing in the
Registration Statement and the Base Prospectus and Prospectus Supplement
contained therein. In giving such consent, we do not consider that we are
"experts," within the meaning of the term as used in the Act or the rules and
regulations of the Commission issued thereunder, with respect to any part of the
Registration Statement, including this opinion as an exhibit or otherwise. We
disclaim any obligation to update this opinion letter for events occurring or
coming to our attention after the date hereof.
Very truly yours,
/s/ Stroock & Stroock & Lavan LLP
STROOCK & STROOCK & LAVAN LLP
