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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 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 simultaneously with the effectiveness
Instruction A(C)(1) please check the of a concurrent registration statement
following 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 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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$45,000,000 TIERS(sm) Corporate Bond-
Backed Certificates, Series JPM 1998-2,
(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 March 31, 1997, 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 March 31, 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.
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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: March 31, 1998 By: /s/ Timothy Beaulac
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Authorized Signatory
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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 $45,000,000
CUSIP: 871928BE6 Certificate Amount
TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST SERIES JPM 1998-2
evidencing an undivided interest in the Trust, as defined below, the assets of
which include $45,000,000 J. P. Morgan & Co., Incorporated Subordinated Notes
due December 24, 2012 (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 Corporate
Bond-Backed Certificates Trust JPM 1998-2 (the "Trust") formed by Structured
Products Corp., as depositor (the "Depositor").
The Trust was created pursuant to a Base Trust Agreement, dated as of
April 1, 1998 (the "Agreement"), between the Depositor and U.S. Bank Trust
National Association (formerly known as First Trust of New York, National
Association), a national banking association, not in its individual capacity but
solely as Trustee (the "Trustee"), as supplemented by the Series JPM 1998-2
Supplement dated as of April 1, 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,
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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 JPM 1998-2,
Certificates" (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. The assets of
the Trust include the Term Assets and all proceeds of the Term Assets.
Under the Trust Agreement, there shall be distributed on the date
specified in the Series Trust Agreement (the "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 the Distribution Date. The only scheduled payment to be
made on the Term Assets is the principal amount thereof, which is to be paid on
December 24, 2012.
This Certificate is subject to prepayment upon any June 24 or December
24 on or after December 24, 2000 through and including December 24, 2012 upon
the exercise of the Call Warrants issued by the Trust. Upon such an exercise,
this Certificate will be paid the accreted value thereof as of the exercise date
as provided in the Trust Agreement.
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) 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, 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
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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 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 Certificate 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, Certificate 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.
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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,
(b) the distribution of the sale proceeds of the Term Assets (after deducting
any costs incurred in connection therewith) to the Certificateholders after a
Payment Default or an Acceleration thereof, (c) the distribution in kind of all
of the Term Assets upon the tender at any time by an affiliate of the Depositor
of 100% of the then outstanding Call Warrants and Certificates in exchange for
100% of the Term Assets, or (d) the sale by the Trust in accordance with the
Call Warrants, of all the Term Assets and the distribution in full of all
amounts due to the Certificateholders.
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
(formerly known as FIRST TRUST OF NEW
YORK, 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
(formerly known as FIRST TRUST OF NEW
YORK, NATIONAL ASSOCIATION),
not in its individual capacity but solely
as Trustee and Authenticating Agent
By:
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Authorized Signatory
