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-
5860/33-357357
STRUCTURED PRODUCTS CORP.,
on behalf of
TIERS Corporate Bond-Backed Certificates Trust IBM 1997-4
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
CorTS Trust for J.C. Penney Debentures
CorTS Trust for BellSouth Debentures
CorTS Trust for Xerox Capital Trust I
CorTS Trust for Southern Company Capital Trust I
CorTS Trust for Countrywide Capital I
(Exact name of registrant as specified in its charter)
Delaware 13-3692801
(State or other jurisdiction (I.R.S. employer
or incorporation) identification no.)
390 Greenwich Street, New York, New York 10013
(Address of principal executive offices) (Zip Code)
Room 33-130, 33rd Floor, Seven World Trade Center, New York, New York 10048
(Former name or former address, if changed since last report)
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
1
<PAGE>
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
CorTS Trust for J.C. Penney Debentures, Corporate-Backed Trust Securities
CorTS Trust for BellSouth Debentures, Corporate-Backed Trust Securities
CorTS Trust for Xerox Capital Trust I, Corporate-Backed Trust Securities
CorTS Trust for Southern Company Capital Trust I, Corporate-Backed Trust
Securities
CorTS Trust for Countrywide Capital I , Corporate Backed Trust Securities
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 to such 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.
2
<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 21, Certificates, Series C 1998-6
1998
Base Trust Agreement dated May 21, CorTS Trust for J.C. Penney Debentures,
1999 and CorTS Supplement dated Corporate-Backed Trust Securities
May 21, 1999
Base Trust Agreement dated May 21, CorTS Trust for BellSouth Debentures,
1999 and CorTS Supplement 1999-2 Corporate-Backed Trust Securities
dated June 10, 1999
3
<PAGE>
Base Trust Agreement dated May 21, CorTS Trust for Xerox Capital Trust I,
1999 and CorTS Supplement 1999-3 Corporate-Backed Trust Securities
dated October 20, 1999
Base Trust Agreement dated May 21, CorTS Trust for Southern Company Capital
1999 and CorTS Supplement 1999-4 Trust I, Corporate-Backed Trust
dated October 28, 1999 Securities
Base Trust Agreement dated May 21, CorTS Trust for Countrywide
1999 and CorTS Supplement 1999-4 Capital I, Corporate Backed Trust
dated November 16, 1999 Securities
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 issued by 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
- ---------------------------------------------------
4
<PAGE>
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
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
iv) Report of Aston Bell & Associates concerning TIERS
TENS Certificates Trust LTR 1998-4
v) Report of Aston Bell & Associates concerning TIERS
Corporate Bond-Backed Certificates Trust MOT 1998-5
vi) Report of Aston Bell & Associates concerning TIERS
Corporate Bond-Backed Certificates Trust C 1998-6
vii) TIERS Corporate Bond-Backed Certificates Trust
JPM 1998-2 --No Payments were made or required to
be made during the period from June 30, 1998 through
June 30, 1999, thus no accountant's report is required.
5
<PAGE>
viii) CorTS Trust for J.C. Penney Debentures, CorTS Trust
for BellSouth Debentures, CorTS Trust for Xerox Capital
Trust I, CorTS Trust for Southern Company Capital Trust
I and CorTS Trust for Countrywide Capital I --- No
accountants report is required to be filed for these
trusts.
(b) None
(c) See item 14(a) (3) above
6
<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, 1999
<PAGE>
EXHIBIT INDEX
EXHIBIT PAGE
1. Report of Aston Bell & Associates concerning TIERS Corporate Bond-Backed
Certificates Trust IBM 1997-4
2. Report of Aston Bell & Associates concerning TIERS Corporate Bond-Backed
Certificates Trust BLS 1997-6
3. Report of Aston Bell & Associates concerning TIERS Corporate Bond-Backed
Certificates Trust APA 1997-8
4. Report of Aston Bell & Associates concerning TIERS TENS Certificates Trust
LTR 1998-4
5. Report of Aston Bell & Associates concerning TIERS Corporate Bond-Backed
Certificates Trust MOT 1998-5
6. Report of Aston Bell & Associates concerning TIERS Corporate Bond-Backed
Certificates Trust C 1998-6
7. TIERS Corporate Bond-Backed Certificates Trust JPM 1998-2
TIERS CORPORATE BOND-BACKED CERTIFICATES
TRUST APA 1997-8
FINANCIAL STATEMENT
FOR THE YEAR ENDED JUNE 30, 1999
TOGETHER WITH AUDITORS' REPORT
<PAGE>
TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST APA 1997-8
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 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, 1999.
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, 1999 on the basis of accounting as
described in Note 2.
New York, New York
September 30, 1999
3
<PAGE>
TIERS Bond-Backed Certificates Trust, Series APA 1997-8
Schedule of Receipts and Disbursements
For the year ended June 30, 1999
RECEIPTS
Interest on $32,288,000 p.a. Apache Corporation
7.375% Debentures due August 15, 2047 $2,381,240
Total Cash Receipts __________
$2,381,240
==========
DISBURSEMENTS
Interest paid on TIERS Corporate Bond-Backed Certificates
Trust APA 1997-8 $1,773,215
Principal paid on TIERS Corporate Bond-Backed Certificates 608,025
Trust APA 1997-8
__________
Total Cash Disbursements $2,381,240
==========
The accompanying notes are an integral part of financial statements
ASTON BELL & ASSOCIATES
4
<PAGE>
TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST APA 1997-8
NOTES TO FINANCIAL STATEMENT
FOR THE YEAR ENDED JUNE 30, 1999
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.
Securites 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 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.
6
<PAGE>
TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST APA 1997-8
NOTES TO FINANCIAL STATEMENT
FOR THE YEAR ENDED JUNE 30, 1999
NOTE 2 - CONTINUED
- ------------------
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.
7
TIERS CORPORATE BOND-BACKED CERTIFICATES
TRUST BLS 1997-6
FINANCIAL STATEMENT
FOR THE YEAR ENDED JUNE 30, 1999
TOGETHER WITH AUDITORS' REPORT
<PAGE>
TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST BLS 1997-6
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 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, 1999.
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, 1999 on the basis of accounting as
described in Note 2.
New York, New York
September 30, 1999
3
<PAGE>
TIERS Corporate Bond-Backed Certificates Trust, Series BLS 1997-6
Schedule of Receipts and Disbursements
For the year ended June 30, 1999
RECEIPTS
Interest on $25,000,000 p.a Bell South Communications Inc. $ 937,500
7 1/2% Debentures due June 15, 2033
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 TIERS Corporate Bond-Backed Certificates
Trust BLS 1997-6 $ 300,645
Interest paid on TIERS Corporate Bond-Backed Certificates
Trust BLS 1997-6 73,898
Principal paid on TIERS Corporate Bond-Backed Certificates
Trust BLS 1997-6 810,570
----------
Total Cash Disbursements $1,185,113
==========
The accompanying notes are an integral part of financial statements
ASTON BELL & ASSOCIATES
4
<PAGE>
TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST BLS 1997-6
NOTES TO FINANCIAL STATEMENT
FOR THE YEAR ENDED JUNE 30, 1999
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, 1999
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 C 1998-6
FINANCIAL STATEMENT
FOR THE YEAR ENDED JUNE 30, 1999
TOGETHER WITH AUDITORS' REPORT
<PAGE>
TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST C 1998-6
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 Corporate Bond-Backed
Certificates Trust C 1998-6
We have audited the accompanying Schedule of Receipts and
Disbursements (the "Schedule") of TIERS Corporate Bond-Backed
Certificates Trust C 1998-6 for the year ended June 30, 1999.
This Schedule is the responsibility of TIERS Corporate
Bond-Backed Certificates Trust C 1998-6 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 C 1998-6 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 C 1998-6 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
<PAGE>
TIERS Corporate Bond-Backed Certificates Trust, Series C 1998-6
Schedule of Receipts and Disbursements
For the year ended June 30, 1999
RECEIPTS
Interest on $50,000,000 p.a Chrysler Corporation
7.40% Debentures due August 1, 2097 $3,700,000
----------
Total Cash Receipts $3,700,000
==========
DISBURSEMENTS
Interest paid on TIERS Corporate Bond-Backed Certificates
Trust, Series C 1998-6 $2,706,371
Principal paid on TIERS Corporate Bond-Backed Certificates
Trust, Series C 1998-6 993,629
-----------
Total Cash Disbursements $3,700,000
===========
The accompanying notes are an integral part of financial statements
ASTON BELL & ASSOCIATES
4
<PAGE>
TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST C 1998-6
NOTES TO FINANCIAL STATEMENT
FOR THE YEAR ENDED JUNE 30, 1999
NOTE 1
- ------
TIERS Corporate Bond-Backed Certificates Trust C 1998-6 (the "Trust") was formed
pursuant to the Trust Agreement dated as of May 21, 1998 (the "Closing Date"),
between Structured Products Corp., as depositor, and U.S. Bank Trust National
Association, as trustee, as supplemented by the Series C 1998-6 Supplement dated
as of May 21, 1998. The Trust Agreement was qualified as an indenture under the
Trust Indenture Act of 1939, as amended.
Securites 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 C 1998-6 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 $50,000,000 aggregate principal amount
of Chrysler Corporation 7.40% Debentures, due 2097, having the characteristics
described in a prospectus dated February 19, 1997 and a supplement thereto dated
July 15, 1997. The Term Assets were issued and sold as part of an underwritten
public offering of $500,000,000 aggregate principal amount of such securities.
5
<PAGE>
TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST C 1998-6
NOTES TO FINANCIAL STATEMENT
FOR THE YEAR ENDED JUNE 30, 1999
NOTE 2 - CONTINUED
- ------------------
ZTF Class Certificates - The ZTF Class Certificates consist of $50,000,000
aggregate Certificate Principal Balance. Except in the case of a Special Event
Redemption,no cash distributions will be made on the ZTF Class Certificates.
Instead,the ZTF Class Certificates outstanding on August 1, 2018 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
$41,250,000 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 1, 2018.
6
TIERS CORPORATE BOND-BACKED CERTIFICATES
TRUST IBM 1997-4
FINANCIAL STATEMENT
FOR THE YEAR ENDED JUNE 30, 1999
TOGETHER WITH AUDITORS' REPORT
<PAGE>
TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST IBM 1997-4
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 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, 1999.
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, 1999 on the basis of accounting as
described in Note 2.
New York, New York
September 30, 1999
3
<PAGE>
TIERS Corporate Bond-Backed Certificates Trust, Series IBM 1997-4
Schedule of Receipts and Disbursements
For the year ended June 30, 1999
RECEIPTS
Interest on $100,000,000 p.a International
Business Machines Corporation 7.125% Debentures
due December 1, 2096 $7,125,000
-----------
Total Cash Receipts 7,125,000
===========
DISBURSEMENTS
Interest paid on TIERS Corporate Bond-Backed
Certificates Trust IBM 1997-4 $2,658,534
Interest paid on TIERS Corporate Bond-Backed
Certificates Trust IBM 1997-4 2,625,313
Principal paid on TIERS Corporate Bond-Backed
Certificates Trust IBM 1997-4 1,841,153
-----------
Total Cash Disbursements $7,125,000
===========
The accompanying notes are an integral part of financial statements
ASTON BELL & ASSOCIATES
4
<PAGE>
TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST IBM 1997-4
NOTES TO FINANCIAL STATEMENT
FOR THE YEAR ENDED JUNE 30, 1999
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, 1999
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 TENS CERTIFICATES TRUST LTR 1998-4
FINANCIAL STATEMENT
FOR THE YEAR ENDED JUNE 30, 1999
TOGETHER WITH AUDITORS' REPORT
<PAGE>
TIERS TENS CERTIFICATES TRUST LTR 1998-4
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
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Trustee of TIERS Tens Certificates Trust LTR
1998-4
We have audited the accompanying Schedule of Receipts and
Disbursements (the "Schedule") of TIERS Tens Certificates Trust
LTR 1998-4 for the year ended June 30, 1999. This Schedule is
the responsibility of TIERS Tens Certificates Trust LTR 1998-4
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 Tens Certificates Trust
LTR 1998-4 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 Tens Certificates Trust LTR 1998-4 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
<PAGE>
TIERS Ten Certificates Trust LTR 1998-4
Schedule of Receipts and Disbursements
For the year ended June 30, 1999
RECEIPTS
Interest on $10,000,000 p.a. Loews Corporation
7% Debentures due October 15, 2023 $700,000
---------
Total Cash Receipts $700,000
=========
DISBURSEMENTS
Interest paid on TIERS Corporate Bond-Backed Certificates
Trust LTR 1998-4 $635,833
Other 64,167
---------
Total Cash Disbursements $700,000
=========
The accompanying notes are an integral part of financial statements
ASTON BELL & ASSOCIATES
4
<PAGE>
TIERS TEN CERTIFICATES TRUST LTR 1998-4
NOTES TO FINANCIAL STATEMENT
FOR THE YEAR ENDED JUNE 30, 1999
NOTE 1
- ------
TIERS Tens Certificates Trust LTR 1998-4 (the "Trust") was formed pursuant to
the Trust Agreement dated as of May 18, 1998 (the "Closing Date"), between
Structured Products Corp., as depositor, and U.S. Bank Trust National
Association, as trustee, as supplemented by the Series LTR 1998-4 Supplement
dated as of May 18, 1998. The Trust Agreement was qualified as an indenture
under the Trust Indenture Act of 1939, as amended.
Securites 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 one class: the 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 Tens
Certificates Trust LTR 1998-4 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 $10,000,000 aggregate principal amount
of 7% Senior Notes due October 15, 2023 issued by Loews Corporation (the "Term
Assets Issuer"), having the characteristics described in a prospectus supplement
dated October 13, 1993 and a prospectus dated October 6, 1993. (collectively,
the "Term Assets Prospectus").
Certificates - The Certificates consist of $10,000,000 aggregate Principal
Balance. Distributions on the Certificates will consist of semiannual Fixed
payments payable on each Distribution Date up to and including October 15, 2023.
5
TIERS CORPORATE BOND-BACKED CERTIFICATES
TRUST MOT 1998-5
FINANCIAL STATEMENT
FOR THE YEAR ENDED JUNE 30, 1999
TOGETHER WITH AUDITORS' REPORT
<PAGE>
TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST MOT 1998-5
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 Corporate Bond-Backed
Certificates Trust MOT 1998-5
We have audited the accompanying Schedule of Receipts and
Disbursements (the "Schedule") of TIERS Corporate Bond-Backed
Certificates Trust MOT 1998-5 for the year ended June 30, 1999.
This Schedule is the responsibility of TIERS Corporate
Bond-Backed Certificates Trust MOT 1998-5 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 MOT 1998-5 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 MOT 1998-5 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
<PAGE>
TIERS Corporate Bond-Backed Certificates Trust, Series MOT 1998-5
Schedule of Receipts and Disbursements
For the year ended June 30, 1999
RECEIPTS
Interest on $74,616,000 p.a. Motorola, Inc.
5.22% Debentures due October 1, 2097 3,894,955
Other 7
----------
Total Cash Receipts $3,894,962
==========
DISBURSEMENTS
Interest paid on TIERS Corporate Bond-Backed Certificates
Trust MOT 1998-5 $2,793,640
Principal paid on TIERS Corporate Bond-Backed Certificates
Trust MOT 1998-5 1,101,322
----------
Total Cash Disbursements $3,894,962
==========
The accompanying notes are an integral part of financial statements
ASTON BELL & ASSOCIATES
4
<PAGE>
TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST MOT 1998-5
NOTES TO FINANCIAL STATEMENT
FOR THE YEAR ENDED JUNE 30, 1999
NOTE 1
- ------
TIERS Corporate Bond-Backed Certificates Trust MOT 1998-5 (the "Trust") was
formed pursuant to the Trust Agreement dated as of May 19, 1998 (the "Closing
Date"), between Structured Products Corp., as depositor, and U.S. Bank Trust
National Association, as trustee, as supplemented by the Series MOT 1998-5
Supplement dated as of May 19, 1998. The Trust Agreement was qualified as an
indenture under the Trust Indenture Act of 1939, as amended.
Securites 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 MOT 1998-5 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 $60,000,000 aggregate principal amount
of Motorola, Inc.5.22% Debentures, due October 1, 2097, having the
characteristics described in a prospectus dated and a supplement thereto dated
October 7, 1997. 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 MOT 1998-5
NOTES TO FINANCIAL STATEMENT
FOR THE YEAR ENDED JUNE 30, 1999
NOTE 2 - CONTINUED
- ------------------
ZTF Class Certificates -The ZTF Class Certificates consist of $60,000,000
aggregate Certificate Principal Balance. Except in the case of a Special Event
Redemption, no cash distributions will be made on the ZTF Class Certificates.
Instead,the ZTF Class Certificates outstanding on April 1, 2018 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
$34,778,000 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 April 1, 2018.
6
