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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 registration class of debt securities and
of a class of debt securities is to become effective
and is effective upon filing simultaneously with the
pursuant to General A(C)(1) effectiveness of a
Instruction please check the concurrent registration
following box. /X/ 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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$34,778,000 TIERS(sm) Corporate Bond-
Backed Certificates, Series MOT 1998-5,
Amortizing Class Certificates
(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.
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The description of the Certificates to be registered hereunder
is set forth under the captions entitled: "Summary of Terms";
"Special Considerations"; "Description of the Certificates";
"ERISA Considerations"; and "Federal Income Tax Considerations"
in Registrant's Prospectus Supplement dated May 19, 1998 , and
"Special Considerations" and "Description of Certificates" in
Registrant's Prospectus, dated June 23, 1997, which description
is incorporated herein by reference. Registrant filed the
Prospectus and Prospectus Supplement with the Securities and
Exchange Commission on May 18, 1998, pursuant to the Rule
424(b)(5) under the Securities Act of 1933.
Item 2. Exhibits.
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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: May 18, 1998 By: /s/ Matt Mayers
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Authorized Signatory
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AMORTIZING CLASS CERTIFICATES
NUMBER $34,778,000
R-1 CUSIP NO. 871928BK2
THE HOLDER OF THIS CERTIFICATE SHALL HAVE NO RIGHT TO
PRINCIPAL PAYMENTS IN RESPECT OF THE TERM ASSETS EXCEPT IN THE EVENT OF A
SPECIAL EVENT REDEMPTION (AS SUCH TERM IS DEFINED IN THE TRUST AGREEMENT
REFERRED TO HEREIN) ON OR PRIOR TO APRIL 1, 2018. THE REGISTERED HOLDER HEREOF,
BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL LOOK SOLELY TO THE TRUST PROPERTY
(TO THE EXTENT OF ITS RIGHTS THEREIN) FOR DISTRIBUTIONS HEREUNDER.
THIS CERTIFICATE REPRESENTS A FRACTIONAL 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, TO THE
ISSUER 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 REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), 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.
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TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST MOT 1998-5
TIERS(sm) CORPORATE BOND-BACKED CERTIFICATES,
SERIES MOT 1998-5
Amortizing Class
evidencing a fractional undivided beneficial ownership interest in the Trust, as
defined below, the property of which consists of security entitlements with
respect to 5.22% Debentures, due October 1, 2097 (the "Term Assets") issued by
Motorola, Inc. (the "Term Assets Issuer") in the initial aggregate principal
amount of $60,000,000, together with all cash, instruments, securities and other
investment property with respect thereto and deposited in the Trust by the
Depositor, as defined below. The Term Assets will be purchased by the Trust from
Structured Products Corp. (the "Depositor") with the net proceeds of the sale of
the Certificates to the Depositor by the Trust.
THIS CERTIFIES THAT CEDE & Co. is the registered owner of a
nonassessable, fully-paid, fractional undivided interest in TIERS Corporate
Bond-Backed Certificates Trust MOT 1998-5 formed by the Depositor. Under the
Trust Agreement, there will be distributed on the first day of each April and
October, or if such day if not a Business Day, then the immediately following
Business Day, commencing October 1, 1998 through and including the date the
Certificate Principal Balance hereof has been reduced to zero (each a "Scheduled
Distribution Date"), to the Holders of the Amortizing Class Certificates, to the
extent of Interest Collections, an amount equal to the Fixed Payment. Each Fixed
Payment shall be allocated first to interest accrued at a rate equal to the
Amortizing Class Yield on the then outstanding aggregate Certificate Principal
Balance of the Amortizing Class Certificates, with the balance of such Fixed
Payment allocated to the repayment of principal in accordance with the
amortization schedule attached to the Agreement (as defined below) as Schedule 2
(the "Amortization Schedule"). The amounts allocated to interest and principal
in the Amortization Schedule are referred to hereinafter as "Scheduled Interest"
and "Scheduled Principal" respectively.
The Trust was created pursuant to a Base Trust Agreement dated
as of May 19, 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
MOT 1998-5 Supplement dated as of May 19, 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) Corporate Bond-Backed Certificates, Series MOT 1998-5,
Amortizing Class Certificates" (herein called the "Amortizing Class
Certificates"). The Trust is also issuing certificates designated as "TIERS(sm)
Corporate Bond-Backed Certificates, Series MOT 1998-5, ZTF Class Certificates"
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(hereinafter called the "ZTF Class Certificates" and together with the
Amortizing Class Certificates, the "Certificates") pursuant to the Trust
Agreement. 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 property of the Trust consists of the Term
Assets and all payments on or collections in respect of the Term Assets accrued
on or after April 1, 1998, all as more fully specified in the Trust Agreement.
Additional Term Assets may be deposited in the Trust and additional Certificates
may be authenticated and delivered from time to time in the appropriate
Certificate Principal Balance as provided in the Trust Agreement, which
additional Certificates shall rank pari passu with all other Certificates of the
same class issued in accordance with the Series Supplement.
Subject to the terms and conditions of the Trust Agreement
(including the availability of funds for distribution) and until the obligation
created by the Trust Agreement shall have terminated in accordance therewith,
distributions will be made on each Distribution Date to the Person in whose name
this Certificate is registered on the applicable Record Date, in an amount equal
to such Certificateholder's fractional undivided interest in the amount required
to be distributed to the Holders of the Amortizing Class Certificates on such
Distribution Date. The Record Date applicable to any Distribution Date is the
day immediately preceding such Distribution Date.
Distributions made on this Certificate will be made as
provided in the Trust Agreement by the Trustee by wire transfer or credit to the
appropriate account of the Holder in immediately available funds, 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 will 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 or agency
maintained for that purpose by the Trustee in the Borough of Manhattan, City of
New York.
The Certificates are limited in right of distribution to
certain payments and collections respecting the Trust Agreement, all as more
specifically set forth herein and in the Trust Agreement. The registered Holder
hereof, by its acceptance hereof, agrees that it will look solely to the Term
Assets (to the extent of its rights therein) for distributions hereunder.
Subject to the next paragraph and to certain exceptions
provided in the Trust Agreement, the Trust Agreement permits the amendment
thereof and the modification of the rights and obligations of the Depositor and
the Trustee and the rights of the Certificateholders under the Trust Agreement
at any time by the Depositor and the Trustee with the consent of the Holders of
Certificates evidencing greater than the Required Percentage which shall be
either 50% or 66-2/3% of the aggregate Voting Rights of each Outstanding Class
of Certificates as set forth in the Trust Agreement. Any such consent by the
Holder of this Certificate (or any predecessor Certificate) shall be conclusive
and binding on such Holder and upon all future Holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange hereof or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Trust Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.
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The Certificates are issuable in fully registered form only in
minimum original principal amounts of $5,000 and integral multiples thereof. As
provided in the Trust Agreement and subject to certain limitations therein set
forth, Certificates are exchangeable for new Certificates of the same principal
amount, class, original issue date and maturity, in authorized denominations as
requested by the Holder surrendering the same.
As provided in the Trust Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
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 the Borough of Manhattan, The City of New York, duly endorsed
by, or accompanied by an assignment in the form below and by such other
documents as required by the Trust Agreement signed by, the Holder hereof, and
thereupon one or more new Certificates of the same class in authorized
denominations evidencing the same principal amount will be issued to the
designated transferee or transferees. The Certificate Registrar appointed under
the Trust Agreement is U.S. Bank Trust National Association.
No service charge will be made for any registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.
The Depositor and the Trustee and any agent of the Depositor
or the Trustee may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
nor 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
upon (a) the distribution in kind of all the Term Assets to the ZTF Class
Certificateholders on April 1, 2018, (b) the payment in full of amounts due and
owing on the Certificates after a Special Event Redemption, (c) the distribution
in kind of the Term Assets to the ZTF Class Certificateholders and Amortizing
Class Certificateholders after a Payment Default or an Acceleration or (d) the
distribution in kind of all the Term Assets upon the tender at any time by an
affiliate of the Depositor of 100% of each of the aggregate principal amount of
the then-outstanding ZTF Class Certificates and the Amortizing Class
Certificates in exchange for 100% of the aggregate principal amount of the Term
Assets.
Unless the certificate of authentication hereon has been
executed by or on behalf 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.
It is the intent of the Depositor and the Certificateholders
that, for purposes of federal income, state and local income and franchise taxes
and any other taxes imposed upon, measured by or based upon gross or net income,
the Trust shall be treated as a grantor trust or, failing that, as a partnership
that is not taxable as a corporation or a publicly traded partnership, and the
Trust Agreement shall be interpreted accordingly. Except as otherwise required
by appropriate taxing authorities, the Depositor and the other
Certificateholders by acceptance of a Certificate, agree to treat, the
Certificates for such tax purposes as interests in such grantor
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trust. It is also the intent of the Depositor and the Certificateholders that,
in the event that the Internal Revenue Service successfully recharacterizes the
Trust as a partnership for federal income tax purposes, the Trust will elect out
of subchapter K of the Code beginning with the first taxable year of the Trust.
THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED ENTIRELY THEREIN WITHOUT REFERENCE TO SUCH STATE'S
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE HOLDER HEREOF SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
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IN WITNESS WHEREOF, the Depositor has caused this Certificate
to be duly executed as of the date set forth below.
STRUCTURED PRODUCTS CORP.
By:
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Authorized Signatory
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Amortizing Class Certificates described in
the Trust Agreement referred to herein.
U.S. BANK TRUST NATIONAL
ASSOCIATION, not in its individual
capacity but solely as Trustee,
By:
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Authorized Signatory
Dated: May 19, 1998
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ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto
PLEASE INSERT SOCIAL SECURITY OR
TAXPAYER IDENTIFICATION OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(Please print or type name and address, including postal zip code, of assignee)
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the within Trust Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing
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Attorney to transfer said Trust Certificate on the books of the Certificate
Registrar, with full power of substitution in the premises.
Dated:
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Signature Guaranteed;
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* NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Trust Certificate in every particular,
without alteration, enlargement or any change whatever. Such signature must be
guaranteed by an "eligible guarantor institution" meeting the requirements of
the Certificate Registrar, which requirements include membership or
participation in STAMP or such other "signature guarantee program" as may be
determined by the Certificate Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.
