STRUCTURED PRODUCTS CORP - 10-K Annual Report

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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
--------------------------------------------------------
(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.

INTRODUCTORY NOTE
-----------------

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
- ----------------
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 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
- --------------------------------
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

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) 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
------------------------
Name: Sterling C. Correia
Title: Vice President

Dated as of : December 31, 1999

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EXHIBIT INDEX

EXHIBIT PAGE

1. Report of Aston Bell & Associates