SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 1998 Commission File number: 33-55860
STRUCTURED PRODUCTS CORP.,
on behalf of
TIERS Corporate Bond-Backed Certificates Trust IBM 1997
TIERS Corporate Bond-Backed Certificates Trust BLS 1997-6
TIERS Corporate Bond-Backed Certificates Trust APA 1997-8
TIERS Corporate Bond-Backed Certificates Trust JPM 1998-2
TIERS TENS Certificates Trust LTR 1998-4
TIERS Corporate Bond-Backed Certificates Trust MOT 1998-5
TIERS Corporate Bond-Backed Certificates Trust C 1998-6
(Exact name of registrant as specified in its charter)
Delaware 13-3692801
(State or other jurisdiction (I.R.S. employer
of incorporation) identification no.)
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
Securities registered pursuant to Section 12(b) of the Act:
TIERS Corporate Bond-Backed Certificates, Series IBM 1997-4
TIERS Corporate Bond-Backed Certificates, Series BLS 1997-6
TIERS Corporate Bond-Backed Certificates, Series APA 1997-8
TIERS Corporate Bond-Backed Certificates, Series JPM 1998-2
TIERS TENS Certificates, Series LTR 1998-4
TIERS Corporate Bond-Backed Certificates, Series MOT 1998-5
TIERS Corporate Bond-Backed Certificates, Series C 1998-6
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant has (1) filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to have filed such reports) and (2) has been subject tosuch filing
requirements for the past 90 days. Yes ___ No __
State the aggregate market value of the voting stock held by non-affiliates of
the registrant. The Registrant has no voting stock or class of common stock
outstanding as of the date of this report.
<PAGE>
INTRODUCTORY NOTE
Structured Products Corp. (the "Depositor") is the Depositor under the Base
Trust Agreements as supplemented by the Series Supplements listed below by and
between the Depositor and U.S. Bank Trust National Association, formerly First
Trust of New York, National Association, as Trustee (the "Trustee"), providing
for the issuance of the TIERS Certificates listed below (the "Certificates") and
is the depositor for the Certificates (the "Registrant') The Certificates do not
represent obligations of or interests in the Depositor or the Trustee. Pursuant
to staff administrative positions established in various no-action letters, see
e.g. CORPORATE ASSET BACKED CORPORATION ("CABCO") (available August 9, 1995);
LEHMAN STRUCTURED ASSETS, INC. (available December 8, 1994), the Depositor is
not required to respond to various items of From 10-K. Such items are designated
herein as "Not applicable."
GOVERNING DOCUMENTS CERTIFICATES ISSUED THEREUNDER
Base Trust Agreement and Series IBM TIERS Corporate Bond-Backed
1997-4 Supplement dated as of June Certificates, Series IBM 1997-4
16, 1997
Base Trust Agreement and Series BLS TIERS Corporate Bond-Backed
1997-6 Supplement dated as of July Certificates, Series BLS 1997-6
7, 1997
Base Trust Agreement and Series APA TIERS Corporate Bond-Backed
1997-8 Supplement dated as of Certificates, Series APA 1997-8
September 15, 1997
Base Trust Agreement and Series JPM TIERS Corporate Bond-Backed
1998-2 Supplement dated as of April Certificates, Series JPM 1998-2
1, 1998
Base Trust Agreement and Series LTR TIERS TENS Certificates, Series
1998-4 Supplement dated as of May LTR 1998-4
18, 1998
Base Trust Agreement and Series MOT TIERS Corporate Bond-Backed
1998-5 Supplement dated as of May Certificates, Series MOT 1998-5
19, 1998
Base Trust Agreement and Series C TIERS Corporate Bond-Backed
1998-6 Supplement dated as of May Certificates , Series C 1998-6
21, 1998
2
<PAGE>
PART I
ITEM 1. BUSINESS
Not Applicable
ITEM 2. PROPERTIES
Not Applicable
ITEM 3. LEGAL PROCEEDINGS
Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The Certificates representing investors' interest in the Trusts are
represented by one or more physical Certificates registered in the name of
"Cede& Co., the nominee of The Depository Trust Company. To the best knowledge
of the registrant, there is no established public trading market for the
Certificates.
ITEM 6. SELECTED FINANCIAL DATA
Not Applicable
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Not Applicable
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Not Applicable
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
Not Applicable
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Not Applicable
ITEM 11. EXECUTIVE COMPENSATION
Not Applicable
3
<PAGE>
PART II
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
(a) Not Available
(b) Not Applicable
(c) Not Applicable
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
PART IV
ITEM 14. EXHIBITS, FINANCIAL SCHEDULES AND REPORTS ON FORM 8-K (a)(i) The
following documents are also filed as part of this Report:
i) Report of Aston Bell & Associates concerning TIERS Corporate Bond-Backed
Certificates Trust IBM 1997-4
ii) Report of Aston Bell & Associates concerning TIERS Corporate Bond-Backed
Certificates Trust BLS 1997-6
iii) Report of Aston Bell & Associates concerning TIERS Corporate Bond-Backed
Certificates Trust APA 1997-8
No Payments were made or required to be made with respect to TIERS Corporate
Bond-Backed Certificates Trust JPM 1998-2, TIERS TENS Certificates Trust LTR
1998-4, TIERS Corporate Bond-Backed Certificates Trust MOT 1998-5, and TIERS
Corporate Bond-Backed Certificates Trust C 1998-6 during the period from June
30, 1997 through June 30, 1998. Thus no accountant's report is required.
(b) None
(c) See item 14(a) (3) above
4
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the 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.,as depositor for the
Trusts (the
"Registrant")
By:
By:/S/ TIMOTHY P. BEAULAC
-------------------------
Name: Timothy P. Beaulac
Title: President
Dated as of: December 31, 1998
5
<PAGE>
EXHIBIT INDEX
EXHIBIT PAGE
1. Auditor's Report concerning TIERS
Corporate Bond-Backed Certificates Trust IBM 1997-4 1-6
2. Auditor's Report concerning TIERS
Corporate Bond-Backed Certificates Trust BLS 1997-6 1-6
3. Auditor's Report concerning TIERS
Corporate Bond-Backed Certificates Trust APA 1997-8 1-6
TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST IBM 1997-4
FINANCIAL STATEMENT
FOR THE YEAR ENDED JUNE 30, 1998
TOGETHER WITH AUDITORS' REPORT
TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST IBM 1997-4
<PAGE>
TABLE OF CONTENTS
DESCRIPTION PAGES
Independent Auditors' Report 3
Schedule of Cash Receipts and Disbursements 4
for the year ended June 30, 1998
Notes to Financial Statement 5 - 6
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Trustee of TIERS Corporate Bond-Backed Certificates
Trust IBM 1997-4
We have audited the accompanying Schedule of Receipts and
Disbursements (the "Schedule") of TIERS Corporate Bond-Backed
Certificates Trust IBM 1997-4 for the year ended June 30, 1998. This
Schedule is the responsibility of TIERS Corporate Bond-Backed
Certificates Trust IBM 1997-4 Trustees. Our responsibility is to
express an opinion on this Schedule based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the Schedule is free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the Schedule. An
audit also includes assessing the accounting principles used and
significant estimates made by the Trustees, as well as evaluating the
overall Schedule presentation. We believe that our audit provides a
reasonable basis for our opinion.
As described in Note 2, the financial statement presents receipts and
disbursements of the TIERS Corporate Bond-Backed Certificates Trust
IBM 1997-4 in accordance with the trust indenture and is not intended
to be a presentation of financial statements in accordance with
generally accepted accounting principles.
In our opinion, the Schedule referred to above presents fairly, in
all material respects, the receipts and disbursements of the TIERS
Corporate Bond-Backed Certificates Trust IBM 1997-4 for the year
ended June 30, 1998 on the basis of accounting as described in Note
2.
Aston Bell & Associates
January 15, 1999
3
<PAGE>
TIERS Corporate Bond-Backed Certificates
Trust IBM 1997-4
Schedule of Receipts and
Disbursements
For the Year Ended June 30,
1998
RECEIPTS
Interest on $100,000,000 p.a. International
Business Machines Corporation
7.125% Debentures due December 1, 2096 $ 7,215,000
-------------
Total Cash Receipts $7,215,000
==========
DISBURSEMENTS
Interest paid on $74,054,000 p.a. TIERS
Corporate Bond-Backed Certificates, Series IBM 1997-4,
Amortizing Class $ 2,721,485
Interest paid on $73,212,984 p.a. TIERS
Corporate Bond-Backed Certificates,
Series IBM 1997-4, Amortizing Class 2,690,577
Principal paid on TIERS Corporate
Bond-Backed Certificates,
Series IBM 1997-4, Amortizing Class $ 1,712,938
-----------
Total Cash Disbursements $ 7,125,000
==========
The accompanying notes are an integral part of the financial statement
4
<PAGE>
ASTON BELL & ASSOCIATES
TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST IBM 1997-4
NOTES TO FINANCIAL STATEMENT
FOR THE YEAR ENDED JUNE 30, 1998
NOTE 1
TIERS Corporate Bond-Backed Certificates Trust IBM 1997-4 (the "Trust") was
formed pursuant to the Trust Agreement dated as of June 16, 1997 (the "Closing
Date"), between Structured Products Corp., as depositor, and First Trust of New
York, National Association, as trustee, as supplemented by the Series IBM 1997-4
Supplement dated as of June 16, 1997. The Trust Agreement was qualified as an
indenture under the Trust Indenture Act of 1939, as amended.
Securities of the Trust are Certificates, each of which represents a fractional
undivided beneficial interest in the Trust; these securities were issued
pursuant to the Trust Agreement and consisted of two classes: the ZTF Class
Certificates and the Amortizing Class Certificates. In addition, the Term Assets
are the sole assets of the Trust from which Certificateholders will receive any
distributions.
NOTE 2
The financial statement presents receipts and disbursements of the TIERS
Corporate Bond-Backed Certificates Trust IBM 1997-4 in accordance with the trust
indenture and is not intended to be a presentation of financial statements in
accordance with generally accepted accounting principles. Certain financial
statement items are defined in the trust indenture as follows:
Term Assets - The Term Assets consist of $100,000,000 aggregate principal amount
of 7 1/8%
International Business Machines Corporation Debentures due December 1, 2096,
having the characteristics described in a prospectus dated December 3, 1996 and
a supplement thereto dated December 3, 1996. The Term Assets were issued and
sold as part of an underwritten public offering of $850,000,000 aggregate
principal amount of such securities.
5
<PAGE>
TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST IBM 1997-4
NOTES TO FINANCIAL STATEMENT
FOR THE YEAR ENDED JUNE 30, 1998
NOTE 2 - CONTINUED
ZTF Class Certificates - The ZTF Class Certificates consist of $100,000,000
aggregate Certificate Principal Balance. Subject to the occurrence of a Maturity
Shortening Redemption or an Optional Redemption, no cash distributions will be
made on the ZTF Class Certificates. Instead, the ZTF Class Certificates
outstanding on June 1, 2017 will be terminated and deemed involuntarily
surrendered by the holders thereof in exchange for a principal amount of the
Term Assets underlying such ZTF Class Certificates equal to the aggregate
Certificate Principal Balance of such ZTF Class Certificates.
Amortizing Class Certificates - The Amortizing Class Certificates consist
of $74,054,000 aggregate initial Certificate Principal Balance. Distributions on
the Amortizing Class Certificates will consist of semiannual Fixed Payments
payable on each Distribution Date up to and including June 1, 2017.
6
TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST BLS 1997-6
FINANCIAL STATEMENT
FOR THE YEAR ENDED JUNE 30, 1998
TOGETHER WITH AUDITORS' REPORT
TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST BLS 1997-6
<PAGE>
TABLE OF CONTENTS
DESCRIPTION PAGES
Independent Auditors' Report 3
Schedule of Cash Receipts and Disbursements 4
for the year ended June 30, 1998
Notes to Financial Statement 5 - 6
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Trustee of TIERS Corporate Bond-Backed Certificates
Trust BLS 1997-6
We have audited the accompanying Schedule of Receipts and
Disbursements (the "Schedule") of TIERS Corporate Bond-Backed
Certificates Trust BLS 1997-6 for the year ended June 30, 1998. This
Schedule is the responsibility of TIERS Corporate Bond-Backed
Certificates Trust BLS 1997-6 Trustees. Our responsibility is to
express an opinion on this Schedule based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the Schedule is free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the Schedule. An
audit also includes assessing the accounting principles used and
significant estimates made by the Trustees, as well as evaluating the
overall Schedule presentation. We believe that our audit provides a
reasonable basis for our opinion.
As described in Note 2, the financial statement presents receipts and
disbursements of the TIERS Corporate Bond-Backed Certificates Trust
BLS 1997-6 in accordance with the trust indenture and is not intended
to be a presentation of financial statements in accordance with
generally accepted accounting principles.
In our opinion, the Schedule referred to above presents fairly, in
all material respects, the receipts and disbursements of the TIERS
Corporate Bond-Backed Certificates Trust BLS 1997-6 for the year
ended June 30, 1998 on the basis of accounting as described in Note
2.
Aston Bell & Associates
January 15, 1999
3
<PAGE>
TIERS Corporate Bond-Backed Certificates
Trust BLS 1997-6
Schedule of Receipts and
Disbursements
For the Year Ended June 30,
1998
RECEIPTS
Interest on $25,000,000 p.a. Bell South
Communications Inc.7 1/2% Debentures due
June 15, 2033 $937,500
Interest on $6,603,000 p.a. Bell South
Communications Inc. 7 1/2% Debentures due
June 15, 2033 247,613
----------
Total Cash Receipts $1,185,113
==========
DISBURSEMENTS
Interest paid on $9,180,000 p.a. TIERS
Trust BLS 1997-6, Amortizing Class $ 300,645
Interest paid on $2,424,621.60 p.a. TIERS
Trust BLS 1997-6, Amortizing Class 73,898
Principal paid on TIERS Trust BLS
1997-6, Amortizing Class 810,570
----------
Total Cash Disbursements $1,185,113
=============
The accompanying notes are an integral part of the
financial statement
4
<PAGE>
ASTON BELL & ASSOCIATES
TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST BLS 1997-6
NOTES TO FINANCIAL STATEMENT
FOR THE YEAR ENDED JUNE 30, 1998
NOTE 1
TIERS Corporate Bond-Backed Certificates Trust BLS 1997-6 (the "Trust") was
formed pursuant to the Trust Agreement dated as of July 17, 1997 (the "Closing
Date"), between Structured Products Corp., as depositor, and First Trust of New
York, National Association, as trustee, as supplemented by the Series BLS 1997-6
Supplement dated as of July 17, 1997. The Trust Agreement was qualified as an
indenture under the Trust Indenture Act of 1939, as amended.
Securities of the Trust are Certificates, each of which represents a fractional
undivided beneficial interest in the Trust; these securities were issued
pursuant to the Trust Agreement and consisted of two classes: the ZTF Class
Certificates and the Amortizing Class Certificates. In addition, the Term Assets
are the sole assets of the Trust from which Certificateholders will receive any
distributions.
NOTE 2
The financial statement presents receipts and disbursements of the TIERS
Corporate Bond-Backed Certificates Trust BLS 1997-6 in accordance with the trust
indenture and is not intended to be a presentation of financial statements in
accordance with generally accepted accounting principles. Certain financial
statement items are defined in the trust indenture as follows:
Term Assets - The Term Assets consist of $25,000,000 aggregate principal amount
of BellSouth Telecommunications, Inc. Forty Year 7 1/2% Debentures, due June 15,
2033, having the characteristics described in a prospectus dated June 8, 1993
and a supplement thereto dated May 17, 1993. The Term Assets were issued and
sold as part of an underwritten public offering of $300,000,000 aggregate
principal amount of such securities.
5
<PAGE>
TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST BLS 1997-6
NOTES TO FINANCIAL STATEMENT
FOR THE YEAR ENDED JUNE 30, 1998
NOTE 2 - CONTINUED
ZTF Class Certificates - The ZTF Class Certificates consist of $25,000,000
aggregate Certificate Principal Balance. Subject to the redemption of the Term
Assets by the Term Assets Issuer on June 15, 2003, as described below, no cash
distributions will be made on the ZTF Class Certificates. Instead, the ZTF Class
Certificates outstanding on June 15, 2003 will be terminated and deemed
involuntarily surrendered by the holders thereof in exchange for a principal
amount of the Term Assets underlying such ZTF Class Certificates equal to the
aggregate Certificate Principal Balance of such ZTF Class Certificates.
Amortizing Class Certificates - The Amortizing Class Certificates consist
of $9,180,000 aggregate initial Certificate Principal Balance. Distributions on
the Amortizing Class Certificates will consist of semiannual Fixed Payments
payable on each Distribution Date up to and including June 15, 2003.
6
TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST APA 1997-8
FINANCIAL STATEMENT
FOR THE YEAR ENDED JUNE 30, 1998
TOGETHER WITH AUDITORS' REPORT
TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST APA 1997-8
<PAGE>
TABLE OF CONTENTS
DESCRIPTION PAGES
Independent Auditors' Report 3
Schedule of Cash Receipts and Disbursements 4
for the year ended June 30, 1998
Notes to Financial Statement 5 - 6
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Trustee of TIERS Corporate Bond-Backed Certificates
Trust APA 1997-8
We have audited the accompanying Schedule of Receipts and
Disbursements (the "Schedule") of TIERS Corporate Bond-Backed
Certificates Trust APA 1997-8 for the year ended June 30, 1998. This
Schedule is the responsibility of TIERS Corporate Bond-Backed
Certificates Trust APA 1997-8 Trustees. Our responsibility is to
express an opinion on this Schedule based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the Schedule is free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the Schedule. An
audit also includes assessing the accounting principles used and
significant estimates made by the Trustees, as well as evaluating the
overall Schedule presentation. We believe that our audit provides a
reasonable basis for our opinion.
As described in Note 2, the financial statement presents receipts and
disbursements of the TIERS Corporate Bond-Backed Certificates Trust
APA 1997-8 in accordance with the trust indenture and is not intended
to be a presentation of financial statements in accordance with
generally accepted accounting principles.
In our opinion, the Schedule referred to above presents fairly, in
all material respects, the receipts and disbursements of the TIERS
Corporate Bond-Backed Certificates Trust APA 1997-8 for the year
ended June 30, 1998 on the basis of accounting as described in Note
2.
Aston Bell & Associates
January 15, 1999
3
<PAGE>
TIERS Corporate Bond-Backed Certificates
Trust APA 1997-8
Schedule of Receipts and
Disbursements
For the Year Ended June 30,
1998
RECEIPTS
Interest on $75,000,000 p.a.
Apache Corporation
7.375% Debentures due August 15, 2047 $ 2,796,354
------------
Total Cash Receipts $ 2,796,354
===========
DISBURSEMENTS
Interest paid on $58,072,000 p.a. TIERS
Corporate Bond-Backed Certificates,
Series APA 1997-8, Amortizing Class $ 2,119,692
Principal paid on TIERS Corporate
Bond-Backed Certificates,
Series APA 1997-8, Amortizing Class 676,662
-----------
Total Cash Disbursements $ 2,796,354
===========
The accompanying notes are an integral part of the
financial statement
4
<PAGE>
ASTON BELL & ASSOCIATES
TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST APA 1997-8
NOTES TO FINANCIAL STATEMENT
FOR THE YEAR ENDED JUNE 30, 1998
NOTE 1
TIERS Corporate Bond-Backed Certificates Trust APA 1997-8 (the "Trust") was
formed pursuant to the Trust Agreement dated as of September 15, 1997 (the
"Closing Date"), between Structured Products Corp., as depositor, and First
Trust of New York, National Association, as trustee, as supplemented by the
Series APA 1997-8 Supplement dated as of September 15, 1997. The Trust Agreement
was qualified as an indenture under the Trust Indenture Act of 1939, as amended.
Securities of the Trust are Certificates, each of which represents a fractional
undivided beneficial interest in the Trust; these securities were issued
pursuant to the Trust Agreement and consisted of two classes: the ZTF Class
Certificates and the Amortizing Class Certificates. In addition, the Term Assets
are the sole assets of the Trust from which Certificateholders will receive any
distributions.
5
<PAGE>
NOTE 2
The financial statement presents receipts and disbursements of the TIERS
Corporate Bond-Backed Certificates Trust APA 1997-8 in accordance with the trust
indenture and is not intended to be a presentation of financial statements in
accordance with generally accepted accounting principles. Certain financial
statement items are defined in the trust indenture as follows:
Term Assets - The Term Assets consist of $75,000,000 aggregate principal
amount of Apache Corporation Fifty Year 7.375% Debentures, due August 15, 2047,
having the characteristics described in a prospectus dated October 31, 1996 and
a supplement thereto dated August 8, 1997. The Term Assets were issued and sold
as part of an underwritten public offering of $150,000,000 aggregate principal
amount of such securities.
ZTF Class Certificates -The ZTF Class Certificates consist of $75,000,000
aggregate Certificate Principal Balance. Except in the case of a Maturity
Shortening Redemption, no cash distributions will be made on the ZTF Class
Certificates. Instead, the ZTF Class Certificates outstanding on August 15, 2017
will be terminated and deemed involuntarily surrendered by the holders thereof
in exchange for a principal amount of the Term Assets underlying such ZTF Class
Certificates equal to the aggregate Certificate Principal Balance of such ZTF
Class Certificates.
Amortizing Class Certificates - The Amortizing Class Certificates consist
of $58,072,000 aggregate initial Certificate Principal Balance. Distributions on
the Amortizing Class Certificates will consist of semiannual Fixed Payments
payable on each Distribution Date up to and including August 15, 2017.
6
