For the fiscal year ended:
December 31, 2001
Commission File Number: 33-
5860/33-357357
TIERS Corporate Bond-Backed Certificates Trust IBM 1997-4 |
1
CorTS Trust II for Chrysler Debentures |
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation or organization) |
13-3692801 (IRS Employer Identification Number) |
| |
390 Greenwich Street, New York, New York (Address of principal executive offices) |
10013 |
| |
Room 33-130, 33rd Floor, Seven World Trade Center, New York, New York | 10048 |
| |
(Former name or former address, if changed since last report) |
|
Securities registered pursuant to Section 12(b) of the Act:
TIERS Corporate Bond-Backed Certificates, Series IBM 1997-4 |
2
CorTS Trust for Safeco Capital Trust 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.
3
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 Form 10-K. Such items are designated herein as "Not applicable."
Governing Documents |
Certificates issued thereunder |
4
Base Trust Agreement dated May
21, 1999 and |
CorTS Trust for Countrywide
Capital I, |
5
Base Trust Agreement dated May
21, 1999 and |
CorTS Trust II for IBM
Debentures, Corporate |
|
Item 1. Business Not Applicable |
6
|
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 |
|
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 |
|
Item 14. Exhibits, Financial Schedules and Reports on Form 8-K |
7
| (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, 2000 through June 30, 2001. Thus no accountant’s report is required. |
| 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, CorTS Trust for Countrywide Capital I , Corporate Backed Trust Securities, GINsK Principal-Protected Trust Certificates, Series Yen Bear 1999-1, TIERS Principal-Protected Asset Backed Certificates Trust Series Telecom 2000-13, TIERS Principal-Protected Asset Backed Certificates Trust Series Semiconductor 2000-14 Principal-Protected Asset Backed Certificates Trust Series Nasdaq 2000-15, CorTS Trust for AON Capital A, CorTS Trust for Allstate Financing, CorTS Trust for PECO Energy Capital Trust III, CorTS Trust for Safeco Capital Trust I, CorTS Trust for Fleet Capital Trust II, CorTS Trust for First Union Institutional Capital I, CorTS Trust for Provident Financing Trust , CorTS Trust II for Countrywide Capital I, Trust II for Ford Debentures, CorTS Trust II for IBM Debentures CorTS Trust II for Provident Financing Trust I, CorTS Trust II for BellSouth Debentures, CorTS Trust for Chrysler Debentures, CorTS Trust for First Union Capital I, CorTS Trust for Ford Debentures CorTS Trust for IBM Debentures, CorTS Trust III for First Union Institutional Capital II CorTS Trust III for IBM Debentures, CorTS AFC Capital Trust I, CorTS Trust for Worldcom Debentures, CorTS Trust II for First Union Capital I, CorTS Trust II for Chrysler Debentures, CorTS Trust II for Sherwin Williams, CorTS Trust for Great Western Financial, CorTS Trust II for Safeco Capital Trust I, CorTS Trust for Allstate Financing II, CorTS Trust for Fleet Capital Trust II, CorTS Trust for PECO Energy Capital Trust III, CorTS Trust for Provident Financing Trust I UnumProvident, Corporate-Backed Trust Securities, CorTS Trust II for Countrywide Capital I, CorTS US West Communications Debentures CorTS Trust II for Provident Financing Trust I UnumProvident, Corporate-Backed Trust Certificates CorTS Trust for Corning Notes, CoRTS Trust III for Provident Financing TIERS Principal-Protected Certificates Trust PXT 2000-11, CorTS Trust for BankAmerica Institutional Capital B TIERS Principal-Protected Asset Backed Certificates Trust Series S&P 2001-19, TIERS Principal Protected Asset Backed Certificates Series Nasdaq 2000-15, TIERS Principal Protected Asset Backed Certificate Trust Series Telecom 2000-13, TIERS Principal Protected Asset Backed Certificates Series Nasdaq 2001-8, TIERS Principal-Protected Asset Backed Certificates Trust Series S&P 2001-11 |
- - No accountants report is required to be filed for these trusts.
|
(b) None (c) See item 14(a) (3) above |
8
| 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 |
By: |
By:
/s/ Timothy P. Beaulac |
Date as of: December 31, 2001 |
9
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
10
11
Description |
Page |
Independent Auditors' Report |
3 |
12
| 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, 2001. 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, 2001 on the basis of accounting as described in Note 2. |
|
New York, New York September 25, 2001 |
13
|
TIERS Corporate Bond-Backed Certificates Trust,
Series IBM 1997-4 Schedule of Receipts and Disbursements For the year ended June 30, 2001 |
| 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 and Principal paid on TIERS Corporate Bond-Backed Certificates Trust IBM 1997-4 |
$ 7,125,000 |
|
Total Cash Disbursements |
$ 7,125,000 |
The accompanying notes are an integral part of financial statements.
ASTON BELL & ASSOCIATES
14
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.
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. |
15
| 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. |
16
17
Description |
Page |
Independent Auditors' Report |
3 |
18
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 BLS 1997-6 for the year ended June 30, 2001. 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, 2001 on the basis of accounting as described in Note 2. |
|
New York, New York September 25, 2001 |
19
|
TIERS Corporate Bond-Backed Certificates Trust,
Series BLS 1997-6 Schedule of Receipts and Disbursements For the year ended June 30, 2001 |
| RECEIPTS |
|
Interest on $6,603,000 p.a. Bell South Communications Inc. 7 1/2% Debentures due June 15, 2033 |
$ 495,226 |
|
Total Cash Receipts |
$ 495,226 |
| DISBURSEMENTS |
|
Interest and Principal paid on TIERS Corporate Bond-Backed Certificates Trust BLS 1997-6 |
$ 495,226 |
|
Total Cash Disbursements |
$ 495,226 |
The accompanying notes are an integral part of financial statements.
ASTON BELL & ASSOCIATES
20
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.
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. |
21
| 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. |
22
23
Description |
Page |
Independent Auditors' Report |
3 |
24
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, 2001. 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, 2001 on the basis of accounting as described in Note 2. |
|
New York, New York September 30, 2001 |
25
|
TIERS Bond-Backed Certificates Trust,
Series APA 1997-8 Schedule of Receipts and Disbursements For the year ended June 30, 2001 |
| 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 |
$ 1,680,547 |
|
Principal paid on TIERS Corporate Bond-Backed Certificates Trust APA 1997-8 |
$ 700,693 |
|
Total Cash Disbursements |
$ 2,381,240 |
The accompanying notes are an integral part of financial statements.
ASTON BELL & ASSOCIATES
26
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.
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 June 13, 1997 and a supplement thereto dated September 11, 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. |
27
| 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. |
28
29
Description |
Page |
Independent Auditors' Report |
3 |
30
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, 2001. 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, 2001 on the basis of accounting as described in Note 2. |
|
New York, New York September 25, 2001 |
31
|
TIERS Ten Certificates Trust LTR 1998-4 Schedule of Receipts and Disbursements For the year ended June 30, 2001 |
| RECEIPTS |
|
Interest on $10,000,000 p.a. Loews Corporation 7% Senior Notes due October 15, 2023 |
$ 700,000 |
|
Total Cash Receipts |
$ 700,000 |
| DISBURSEMENTS |
|
Interest paid on TIERS Corporate Bond-Backed Certificates Trust LTR 1998-4 |
$ 700,000 |
|
Total Cash Disbursements |
$ 700,000 |
The accompanying notes are an integral part of financial statements.
ASTON BELL & ASSOCIATES
32
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.
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 one class: the Certificates. In addition, the Term Assets are the sole assets of the Trust from which Certificateholders will receive any distributions.
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 May 18, 1998 and a prospectus dated June 13, 1997. (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. |
33
34
Description |
Page |
Independent Auditors' Report |
3 |
35
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, 2001. 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, 2001 on the basis of accounting as described in Note 2. |
|
New York, New York September 25, 2001 |
36
|
TIERS Corporate Bond-Backed Certificates Trust, Series MOT 1998-5 Schedule of Receipts and Disbursements For the year ended June 30, 2001 |
| RECEIPTS |
|
Interest on $74,616,000 p.a. Motorola, Inc. 5.22% Debentures due October 1, 2097 |
$ 3,894,955 |
| Other | $ 4 |
|
Total Cash Receipts |
$ 3,894,959 |
| DISBURSEMENTS |
|
Interest and Principal paid on TIERS Corporate Bond-Backed Certificates Trust MOT 1998-5 |
$ 3,894,959 |
|
Total Cash Disbursements |
$ 3,894,959 |
The accompanying notes are an integral part of financial statements.
ASTON BELL & ASSOCIATES
37
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.
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.
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 June 13, 1997 and a prospectus supplement thereto dated May 19, 1998. The Term Assets were issued and sold as part of an underwritten public offering of $300,000,000 aggregate principal amount of such securities. |
38
| 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. |
39
40
Description |
Page |
Independent Auditors' Report |
3 |
41
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, 2001. 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, 2001 on the basis of accounting as described in Note 2. |
|
New York, New York September 30, 2001 |
42
|
TIERS Corporate Bond-Backed Certificates Trust, Series C 1998-6 Schedule of Receipts and Disbursements For the year ended June 30, 2001 |
| RECEIPTS |
|
Interest on $50,000,000 p.a 3,700,000 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 |
$ 2,568,576 |
|
Principal paid on TIERS Corporate Bond-Backed Certificates Trust, Series C 1998-6 |
$ 1,131,424 |
|
Total Cash Disbursements |
$ 3,700,000 |
The accompanying notes are an integral part of financial statements.
ASTON BELL & ASSOCIATES
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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.
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.
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. |
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| 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. |
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