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, 1999 Commission File number: 33-55860
TIERS ASSET-BACKED SECURITIES, SERIES CHAMT TRUST 1997-7
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(Issuer in respect of the TIERS Asset-Backed Securities, Series
CHAMT Trust 1997-7)
(Exact name of registrant as specified in its charter)
Delaware 52-6880113
(State or other jurisdiction (I.R.S. employer
of incorporation) identification no.)
c/o Delaware Trust Capital Management, Inc.
c/o First Union Trust Co., N.A.
920 King Street, One Rodney Square, 1st Floor
Wilmington, Delaware 19801
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code : (302)-888-7539
Securities registered pursuant to Section 12(b) of the Act:
TIERS Asset-Backed Securities, Series CHAMT Trust 1997-7 Class A Notes
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.
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INTRODUCTORY NOTE
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TIERS Asset-Backed Securities, Series CHAMT Trust 1997-7 (the "Issuer") is the
Issuer under the Series Trust Indenture, dated as of September 15, 1997,
incorporating the Standard Terms of the Trust Indenture, dated as of September
15, 1997 by and between the Issuer 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 Asset-Backed Securities,
Series CHAMT Trust 1997-7 Class A Notes (the "Notes"). The Issuer was
constituted pursuant to TIERS Asset-Backed Securities, Series CHAMT Supplement,
dated as of September 15, 1997 by and between Structured Products Corp. and
Delaware Trust Capital Management, Inc. (the "Owner Trustee"). The Notes do not
represent obligations of or interests in Structured Products Corp., the Trustee
or the Owner 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 Owner Trustee is not required to respond to various items of From
10-K. Such items are designated herein as "Not applicable."
PART I
ITEM 1. BUSINESS
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Not Applicable
ITEM 2. PROPERTIES
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Not Applicable
ITEM 3. LEGAL PROCEEDINGS
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Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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Not Applicable
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
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The Notes issued by TIERS Asset-Backed Securities, Series CHAMT Trust
1997-7 representing investors' interests in the Trust 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 Notes.
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ITEM 6. SELECTED FINANCIAL DATA
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Not Applicable
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
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CONDITION AND RESULTS OF OPERATIONS
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Not Applicable
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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Not Applicable
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
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ACCOUNTING AND FINANCIAL DISCLOSURE
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Not Applicable
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
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Not Applicable
ITEM 11. EXECUTIVE COMPENSATION
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Not Applicable
PART II
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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(a) Not Available
(b) Not Applicable
(c) Not Applicable
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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None
PART IV
ITEM 14. EXHIBITS, FINANCIAL SCHEDULES AND REPORTS ON FORM 8-K
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(a) The following documents are also filed as part of this Report:
3. i) Report of Aston Bell & Associates
ii) Schedule of Receipts and Disbursements
iii) Schedule of Assets and Changes in Asset Position
(b) None
(c) See item 14(a) (3) above
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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.
TIERS Asset-Backed Securities
Series CHAMT Trust 1997-7
By: Delaware Trust Capital Management, Inc.,
not in its individual capacity,
but solely as Owner Trustee on behalf of
TIERS Asset-Backed Securities,
Series CHAMT Trust 1997-7
By: /s/STERLING C. CORREIA
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Name: Sterling C. Correia
Title: Vice President
Dated as of : December 31, 1999
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<PAGE>
EXHIBIT INDEX
EXHIBIT PAGE
1. Report of Aston Bell & Associates
TIERS ASSET-BACKED SECURITIES, SERIES
CHAMT TRUST 1997-7
FINANCIAL STATEMENT
FOR THE YEAR ENDED JUNE 30, 1999
TOGETHER WITH AUDITORS' REPORT
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TIERS ASSET-BACKED SECURITIES, SERIES CHAMT TRUST 1997-7
TABLE OF CONTENTS
DESCRIPTION PAGES
Independent Auditors' Report 3
Schedule of Cash Receipts and Disbursements 4
for the year ended June 30, 1999
Notes to Financial Statement 5 - 6
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Trustee of TIERS Asset-Backed Securities,
Series CHAMT Trust 1997-7
We have audited the accompanying Schedule of Receipts and
Disbursements (The "Schedule") of TIERS Asset-Backed Securities,
Series CHAMT Trust 1997-7 for the year ended June 30, 1999. This
Schedule is the responsibility of TIERS Asset-Backed Securities,
Series CHAMT Trust 1997-7 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 Asset-Backed Securities,
Series CHAMT Trust 1997-7 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 Asset-Backed Securities, Series CHAMT Trust 1997-7 for the
year ended June 30, 1999 on the basis of accounting as described
in Note 2.
New York, New York
September 30, 1999
3
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TIERS Asset-Backed Securities, Series CHAMT Trust 1997-7
Schedule of Receipts and Cash Disbursements
For the year ended June 30, 1999
RECEIPTS
Interest on Chase Credit Card Master Trust 1996-4
Asset Backed Certificates Class A due July 15, 2006 $ 17,324,349
Sale of Chase Credit Card Master Trust 1996-4
Asset Backed Certificates Class A due July 15, 2006 254,294,000
Swap Payment (net) received from West Deutsche Landesbank 3,353,542
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Total Cash Receipts $274,971,891
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DISBURSEMENTS
Interest paid on TIERS Asset-Backed Securities,
Series CHAMT Trust 1997-7, Class A Notes $ 20,069,852
Interest paid on TIERS Asset-Backed Securities,
Series CHAMT Trust 1997-7, Class B Certificates 608,039
Retirement of Chase Credit Card Master Trust 1996-4
Asset Backed Certificates, Class A Notes 254,294,000
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Total Cash Disbursements $274,971,891
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The accompanying notes are an integral part of financial statements
ASTON BELL & ASSOCIATES
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TIERS ASSET-BACKED SECURITIES, SERIES CHAMT TRUST 1997-7
NOTES TO FINANCIAL STATEMENT
FOR THE YEAR ENDED JUNE 30, 1999
NOTE 1
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TIERS Asset-Backed Securities, Series CHAMT Trust 1997-7 (the "Issuer") is the
Issuer under the Series Trust Indenture, dated as of September 15, 1997,
incorporating the Standard Terms of the Trust Indenture, dated as of September
15, 1997 by and between the Issuer and US Bank Trust National Association,
formerly First Trust of New York, National Association, as Trustee (the
"Trustee"), providing for the issuance of the TIERS Asset-Backed Securities,
Series CHAMT Trust 1997-7 Class A Notes (the "Notes").
The Issuer also issued the Class B Certificates, although not under the
aforementioned Indenture, and the Trustee is obligated under the Indenture to
apply certain funds to the payment of interest or principal on the Notes and on
the Class B Certificates.
The Issuer entered into an ISDA Master Agreement together with the related
schedule and confirmation with Westdeutsche Landesbank Girozentrale, New York
Branch (the "Swap Counterparty") under which the Issuer and the Swap
Counterparty are obligated to make certain payments to each other.
The Indenture provides that the Trustee will receive the payments due to the
Issuer from the Swap Counterparty and make all payments due to the Swap
Counterparty from the Issuer on the Issuer's behalf.
The Issuer was constituted pursuant to TIERS Asset-Backed
Securities, Series CHAMT Supplement, dated as of September 15,
1997 by and between Structured Products Corp. and Delaware Trust
Capital Management, Inc. (the "Owner Trustee").
NOTE 2
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The financial statement presents receipts and disbursements of the TIERS
Asset-Backed Securities, Series CHAMT 1997-7 in accordance with the trust
indenture and is not intended to be a presentation of financial statements in
accordance with generally accepted accounting
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TIERS ASSET-BACKED SECURITIES, SERIES CHAMT TRUST 1997-7
NOTES TO FINANCIAL STATEMENT
FOR THE YEAR ENDED JUNE 30, 1999
NOTE 2 - CONTINUED
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principles. Certain financial statement items are defined in the
trust indenture as follows:
Term Assets - Chase Credit Card Master Trust, Class A Floating Rate Asset Backed
Certificates, Series 1996-4 (the "Term Assets"). The Term Assets are denominated
and payable in U.S. dollars (the "Term Assets Currency") and were issued in
minimum denominations of $1,000 and integral multiples in excess thereof.
SWAP Agreement - Under the Swap Agreement, the Issuer will pay to the Swap
Counterparty amounts equal to the payments of interest received on the Term
Assets including any deferred interest), and the Swap Counterparty will pay to
the Issuer on each Distribution Date amounts equal to the interest payable on
the Notes on such date. If on any Distribution Date the amount received by the
Issuer on the Term Assets and paid to the Swap Counterparty is less than the
scheduled interest thereon, the Swap Counterparty shall reduce its payment to
the Issuer by the amount of such deficiency.
Class A Notes - The TIERSSM Asset-Backed Securities, Series CHAMT 1997-7,
offered hereby consisted originally of $352,980,000 principal amount of the
Issuer's Fixed Rate Notes, Class A (the "Notes"). The Notes are denominated and
payable in U.S.dollars (the "Specified Currency") and were issued in minimum
denominations of $1,000 and multiples of $1,000 in excess thereof. Class A Notes
are retired in accordance with the Trust Indenture.
Class B Certificates -The Issuer also issued privately $10,920,000 principal
amount of its Floating Rate Certificates, Class B (the "Certificates"). The
Certificates are being used privately in a separate offering and are not being
offered hereby.
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