STRUCTURED PRODUCTS CORP
8-K, 1998-08-06
ASSET-BACKED SECURITIES
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                       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): August 3, 1998

Structured Products Corp. on behalf of
TIERS(sm) Corporate Bond-Backed Certificates Trust IBM 1997-4 
TIERS(sm) Corporate Bond-Backed Certificates Trust BLS 1997-6 
TIERS(sm) Corporate Bond-Backed Certificates Trust APA 1997-8 
TIERS(sm) Corporate Bond-Backed Certificates Trust JPM 1998-2 
TIERS(sm) Corporate Bond-Backed Certificates Trust LTR 1998-4 
TIERS(sm) Corporate Bond-Backed Certificates Trust MOT 1998-5 
TIERS(sm) 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 jurisdiction of        (Commission       (IRS Employer
incorporation or organization)         File Number)      Identification Number)

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)


                                       1
<PAGE>



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.

          Not Applicable.

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 August 3, 1998 Distribution
               Date.

Item 8.   Change in Fiscal Year.

                  Not Applicable.


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<PAGE>


                                   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: August 3, 1998


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<PAGE>


                                  EXHIBIT INDEX


Exhibit                                                                    Page
- -------                                                                    ----

1.   Trustee's Report in respect of the August 3, 1998 Distribution Date    5


                                        4




To the Holders of
Trust Investment Enhanced Return Securities
Corporate Bond-Backed Certificates, Series C 1998-6
     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 C 1998-6, hereby
gives notice with respect to the Distribution occurring on August 3, 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       $11.84992         $33.004           $48.85392

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. $50,000,000 aggregate principal amount of Chrysler Corporation 7.40%
Debentures due 2097( the "Term Assets") are held for the above trust. The Term
Assets are currently rated A2 by Moody's Investors Service, Inc. and A 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                   $50,000,000
Amortizing Class            $40,761,250.00

                      U.S. Bank Trust National Association


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