SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
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): DECEMBER 15, 1998
STRUCTURED PRODUCTS CORP. ON BEHALF OF
TIERSsm CORPORATE BOND-BACKED CERTIFICATES TRUST IBM 1997-4
TIERSsm CORPORATE BOND-BACKED CERTIFICATES TRUST BLS 1997-6
TIERSsm CORPORATE BOND-BACKED CERTIFICATES TRUST APA 1997-8
TIERSsm CORPORATE BOND-BACKED CERTIFICATES TRUST JPM 1998-2
TIERSsm CORPORATE BOND-BACKED CERTIFICATES TRUST LTR 1998-4
TIERSsm CORPORATE BOND-BACKED CERTIFICATES TRUST MOT 1998-5
TIERSsm CORPORATE BOND-BACKED CERTIFICATES TRUST C 1998-6
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 33-55860 13-3692801
(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
ROOM 33-130, 33RD FLOOR, SEVEN WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE (212) 783-6645.
---------------
______________________________N/A_______________________________________
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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Item 1. CHANGES IN CONTROL OF REGISTRANT.
NOT APPLICABLE.
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
NOT APPLICABLE.
Item 3. BANKRUPTCY OR RECEIVERSHIP.
NOT APPLICABLE.
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
NOT APPLICABLE.
Item 5. OTHER EVENTS.
THE REGISTRAR AND THE TRUSTEE ENTERED INTO AMENDMENT
NO. 1 DATED AS OF DECEMBER 1, 1998 TO THE SERIES LTR
1998-4 SUPPLEMENT DATED AS OF MAY 18, 1998. A COPY
OF AMENDMENT NO. 1 IS ATTACHED AS EXHIBIT 1.
Item 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
NOT APPLICABLE.
Item 7. FINANCIAL STATEMENTS, PRO-FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(a) NOT APPLICABLE.
(b) NOT APPLICABLE.
(c) EXHIBITS.
TRUSTEE'S REPORT WITH RESPECT TO THE DECEMBER 15, 1998
DISTRIBUTION DATE FOR THE TIERS BLS, SERIES 1997-6 . NO
REPORTS ARE REQUIRED FOR THE OTHER SERIES LISTED.
NOT APPLICABLE.
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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.
By:/S/Timothy P. Beaulac
---------------------
Name: Timothy P. Beaulac
Title: President and Finance Officer
Dated: December 15, 1998
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EXHIBIT INDEX
Exhibit Page
1. Amendment No. 1 dated as of December 1, 1998 to the Series
LTR 1998-4 Supplement dated as of May 18, 1998 5-16
2. Trustee's Report in respect of the December 1, 1998
Distribution Date 17
EXECUTION COPY
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STRUCTURED PRODUCTS CORP., as Depositor
and
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
_______________
AMENDMENT NO. 1
dated as of December 1, 1998
_______________
Amending the
SERIES LTR 1998-4 SUPPLEMENT
between the Depositor
and the Trustee
Dated as of May 18, 1998
TENS CERTIFICATES TRUST LTR 1998-4
================================================================================
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This Amendment No. 1 (this "Amendment") to the Series Supplement for
Tierssm Tens Certificates Trust LTR 1998-4, dated as of May 18, 1998 (the
"Series Supplement"), between Structured Products Corp., as Depositor (the
"Depositor"), and U.S. Bank Trust National Association, as trustee, is made as
of December 1, 1998 between the Depositor and the Trustee. All capitalized terms
not otherwise defined herein shall have the meanings assigned to such terms in
the Series Supplement.
W I T N E S S E T H
WHEREAS, Depositor and Trustee entered into the Series Supplement amending
and supplementing the Base Trust Agreement related thereto (the "Base Trust
Agreement" and collectively with the Series Supplement, the "Agreement") for the
purpose of creating a trust; and
WHEREAS, pursuant to the Series Supplement the Depositor and the Trustee
created and established a trust known as "Tiers Tens Certificates Trust LTR
1998-4"; and
WHEREAS, Depositor and Trustee wish to amend the Series Supplement as set
forth herein, and Section 14 of the Series Supplement and Section 10.1 of the
Base Trust Agreement provide for such an amendment without the consent of any of
the Certificateholders for the purpose of curing any ambiguity or correcting or
supplementing any provision which may be defective or inconsistent with any
other provision so long as such amendment will not, as evidenced by an Opinion
of Counsel, cause the Trust to fail to qualify as a grantor trust for federal
income tax purposes or result in the sale or exchange of any Certificate for tax
purposes and the Trustee has received written confirmation from each Rating
Agency rating the Certificates that such amendment will not cause such Rating
Agency to reduce or withdraw its then current rating on the Certificates.
NOW THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
AMENDMENT
1. Exhibit B to the Series Supplement is hereby
amended in its entirety and replaced with Exhibit
B attached hereto.
2. The form of Certificate attached as Exhibit C to
the Series Supplement is hereby amended in its
entirety and replaced with Exhibit C attached
hereto.
MISCELLANEOUS
This Amendment shall be effective upon (i) the execution hereof by the
parties hereto and (ii) the receipt by the Trustee of the Opinion of Counsel (an
executed copy of which has been delivered in connection herewith) as required by
Section 10.1 of the Base Trust Agreement and
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(iii) the receipt by the Trustee of the confirmation of the ratings on the
Certificates as described above.
Except as expressly amended hereby, all of the representations, warranties,
terms, covenants and conditions of the Agreement shall remain unamended and
shall continue to be, and shall remain, in full force and effect in accordance
with their terms and, except as expressly provided herein, this Amendment shall
not constitute or be deemed to constitute a waiver of compliance with or consent
to non-compliance with any terms or provisions of the Agreement.
This Amendment may be executed in two or more counterparts (and by
different parties on separate counterparts), each of which shall be an original,
but all of which together shall constitute one and the same instrument.
THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICTS 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 Depositor and the Trustee have caused this
Amendment No. 1 to Series Supplement to be duly executed by their respective
officers thereunto duly authorized as of the day and year first above written.
STRUCTURED PRODUCTS CORP.,
as Depositor
By:
Name:
Title:
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
By:
--------------------------
Name:
Title:
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EXHIBIT B
TERMS OF THE CERTIFICATES AS OF CLOSING DATE
Number of Certificates to 1,000,000 (which may be
be authenticated and delivered: represented as one or more
global certificates).
Authorized Denominations: 1 and integral multiples
thereof, each of which
represents an interest in all
proceeds collected on $10
principal amount of Term
Assets.
Rating Agencies: Standard & Poor's Ratings
Services, and Moody's
Investors Service, Inc.
Closing Date: May 18, 1998
Distribution Dates: April 15 and October 15, the
Maturity Date, any Term Assets
Redemption Distribution Date
or any Term Assets Default
Distribution Date.
Interest Rate: 7.00%
Maturity Date: October 15, 2002
Record Date: With respect to any
Distribution Date, the day
immediately preceding such
Distribution Date.
Trustee's Fees: The Trustee's fees shall be
payable by the Depositor
pursuant to a separate fee
agreement between the Trustee
and the Depositor.
Initial Certificate U.S. Bank Trust National
Registrar: Association
Corporate Trust Office: U.S. Bank Trust National
Association
100 Wall Street, Suite 1600
New York, New York 10005
Attention: Corporation Trust
Department, Regarding TIERSsm
Tens Certificates Series LTR 1998-4
B-1
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EXHIBIT C
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 1,000,000
CUSIP: 871928 BH9
TIERSsm 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 TIERSSM 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
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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
"TIERSsm Tens Certificates, Series LTR 1998-4" (herein called the "Certificate"
or "Certificates"). 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. 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.
C-2
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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 TIERSSM, 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 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.
C-3
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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.
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.
C-4
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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:______________________________
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: ______________________________
Authorized Signatory
C-5
To the Holders of
Trust Investment Enhanced Return Securities
Corporate Bond-Backed Certificates, Series BLS 1997-6
ZTF Class
Amortizing Class
Pursuant to Section 4.2 of the Trust Agreement, U.S. Bank Trust National
Association, formerly First Trust of New York, National Association, as Trustee
for the TIERS Corporate Bond-Backed Certificates Trust, Series BLS 1997-6,
hereby gives notice with respect to the Distribution occurring on December 15,
1998 (the "Distribution Date") as follows:
1. The amount of the distribution payable to the Certificateholders of each
class of Certificates on the Distribution Date allocable to principal and
premium, if any, and interest expressed as a dollar amount per $1,000 original
face amount of securities, is as set forth below:
Class Principal Interest Total Distribution
ZTF Class $0.00 $0.00 $0.00
Amortizing Class $73.9926 $28.13158 $102.1242
2. The amount of aggregate interest due and not paid as of the Distribution Date
is $0.00.
3. No fees have been paid to the Trustee or any other party from the proceeds of
the Term Assets.
4. $6,603,000 aggregate principal amount of BellSouth Telecommunications, Inc.
Forty Year 7 1/2% Debentures due June 15, 2003 ( the "Term Assets") are held for
the above trust. The Term Assets are currently rated Aaa by Moody's Investors
Service, Inc. and AAA by Standard and Poor's Ratings Group.
5. The Aggregate Certificate Principal Balance of each class of Certificates at
the close of business on the Distribution Date is set forth below:
Class Principal Balance
ZTF Class $6,603,000.00
Amortizing Class $1,903,296.82
U.S. BANK TRUST NATIONAL ASSOCIATION
E2-1
