-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Rgk7cF/tn/UwZ+m+Eie3IQV+mQQvdz+lqF680R4tnX+GRzhwNqjkDEXsrza9BN5n 42A8KLsDm5DnTiHlxPumUQ== 0000889812-97-000985.txt : 19970416 0000889812-97-000985.hdr.sgml : 19970416 ACCESSION NUMBER: 0000889812-97-000985 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19970415 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: STRUCTURED PRODUCTS CORP CENTRAL INDEX KEY: 0000894356 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13668 FILM NUMBER: 97581239 BUSINESS ADDRESS: STREET 1: SEVEN WORLD TRADE CENTER STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10048 BUSINESS PHONE: 2127836645 10-K 1 ANNUAL REPORT DATED DECEMBER 31, 1995 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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: Commission file number: December 31, 1995 33-55860 STRUCTURED PRODUCTS CORP., on behalf of TIERS TRUST 1 (Issuer in respect of the Structured Treasury Escalating Pass-Through Certificates, Series 1) (Exact name of registrant as specified in its charter) United States of America 13-3692801 (State or other jurisdiction (I.R.S. Employer of incorporation or organization Identification No.) Seven World Trade Center 33rd Floor New York, NY 10048 (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: (212) 783-6645 Securities registered pursuant to Section 12(b) of the Act: TIERS Trust 1, Structured Treasury Escalating Pass-Through Certificates, Series 1 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 filed such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes No /x/ 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 Structured Products Corp. (the "Depositor") is the depositor under the Trust Agreement, dated as of March 29, 1995, and the Series 1 Supplement, dated as of March 29, 1995, by and between the Depositor and Bankers Trust Company, as Trustee (the "Trustee"), providing for the issuance of the Structured Treasury Escalating Pass-Through Certificates, Series 1 ( the "Certificates") and is the depositor for TIERS Trust 1 (the "Registrant"). The Certificates do not represent obligations of or interests in the Depositor. 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), Depositor is not required to respond to various items of Form 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 None Item 4. Submission of Matters To A Vote Of Security Holders. None PART II Item 5. Market For Registrant's Common Equity and Related Stockholder Matters The Certificates issued by TIERS Trust 1 representing investors' interest 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 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 None Item 10. Directors and Executive Officers of the Registrant Not Applicable Item 11. Executive Compensation Not Applicable PART III 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 Statement Schedules, And Reports On Form 8-K (a) The following documents are filed as part of this Report: 3. Exhibits: 28.01 Structured Treasury Escalating Pass-Through Certificates, Series 1 (File No. 33-55860) -- Accountants' Report on Agreed-Upon Procedures dated September 21, 1995. (b) None (c) See item 14(a)(3) above. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of 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 Trust Registrant Date: April 15, 1997 By: /s/ Philip U. Tremmel -------------------------- (information provided as of Philip U. Tremmel December 31, 1995) Vice President and Finance Officer EX-99.1 2 ACCOUNTANTS' AGREED-UPON PROCEDURES REPORT [Arthur Anderson LLP Letterhead] Report on Agreed-Upon Procedures Structured Products Corp. TIERS Trust 1 September 21, 1995 [Arthur Anderson LLP Letterhead] Structured Products Corp. (as Depositor) Seven World Trade Center New York, New York 10048 Bankers Trust Company (as Trustee) Four Albany Street New York, New York 10006 Standard & Poor's Rating Group Structured Finance 25 Broadway New York, New York 10004-1064 Moody's Investors Service 99 Church Street New York, New York 10007 Dear Sirs: We are independent public accountants with respect to Bankers Trust Company (the "Trustee") and Structured Products Corp. TIERS Trust 1 (the "Trust"), as defined under the Code of Professional Conduct of the American Institute of Certified Public Accountants. At your request, we have performed the following agreed-upon procedures with respect to the administration of the underlying deposited assets and related credit support for the period from March 29, 1995 to June 30, 1995 of the Trust: a. Traced the deposit of $51,108,240 received from the Certificate Holders to the documentation of the Trust's account maintained by the Trustee as of March 29, 1995. b. Traced the purchase in the amount of $51,108,240 and the related deposit of the following securities to the documentation of the Trust's account maintained by the Trustee as of March 29, 1995:
Security Maturity CUSIP Face Value - ----------------------------------------------------------------------------------- Treasury Strip August 15, 1995 912820AD9 $ 51,000 Treasury Strip February 15, 1996 912820AF4 491,000 Treasury Strip August 15, 1996 912833BU3 503,000 Treasury Strip February 15, 1997 912833BV1 503,000 Treasury Strip August 15, 1997 912833BW9 516,000 Treasury Strip February 15, 1998 912833BX7 516,000 Treasury Strip August 15, 1998 912833BY5 541,000 Treasury Strip February 15, 1999 912833BZ2 541,000 Treasury Strip August 15, 1999 912833CA6 566,000
Structured Products Corp. (as Depositor) Bankers Trust Company (as Trustee) Standard & Poor's Rating Group Moody's Investors Service Page 3 Treasury Strip February 15, 2000 912820AV9 566,000 Treasury Strip August 15, 2000 912820AX5 591,000 Treasury Strip February 15, 2001 912833CD0 591,000 Treasury Strip August 15, 2001 912833CE8 616,000 Treasury Strip February 15, 2002 912833CF5 616,000 Treasury Strip August 15, 2002 912833CG3 641,000 Treasury Strip February 15, 2003 912820BF3 641,000 Treasury Strip August 15, 2003 912833CJ7 678,000 Treasury Strip February 15, 2004 912833CK4 678,000 Treasury Strip August 15, 2004 912833CL2 741,000 Treasury Strip February 15, 2005 912833CM0 15,741,000 Treasury Note February 15, 2005 912827S86 35,000,000 ---------------- Total $61,328,000
c. Traced the withdrawal of the following securities, in accordance with the Trust Agreement, by a Certificate Holder, from the Trust's account maintained by the Trustee as of May 16, 1995:
Security Maturity CUSIP Face Value - ---------------------------------------------------------------------------------------- Treasury Strip August 15, 1995 912820AD9 $ 11,000 Treasury Strip February 15, 1996 912820AF4 117,000 Treasury Strip August 15, 1996 912833BU3 120,000 Treasury Strip February 15, 1997 912833BV1 120,000 Treasury Strip August 15, 1997 912833BW9 123,000 Treasury Strip February 15, 1998 912833BX7 123,000 Treasury Strip August 15, 1998 912833BY5 129,000 Treasury Strip February 15, 1999 912833BZ2 129,000 Treasury Strip August 15, 1999 912833CA6 135,000 Treasury Strip February 15, 2000 912820AV9 135,000 Treasury Strip August 15, 2000 912820AX5 141,000 Treasury Strip February 15, 2001 912833CD0 141,000 Treasury Strip August 15, 2001 912833CE8 147,000 Treasury Strip February 15, 2002 912833CF5 147,000 Treasury Strip August 15, 2002 912833CG3 153,000
Structured Products Corp. (as Depositor) Bankers Trust Company (as Trustee) Standard & Poor's Rating Group Moody's Investors Service Page 4 Treasury Strip February 15, 2003 912820BF3 153,000 Treasury Strip August 15, 2003 912833CJ7 162,000 Treasury Strip February 15, 2004 912833CK4 162,000 Treasury Strip August 15, 2004 912833CL2 177,000 Treasury Strip February 15, 2005 912833CM0 3,777,000 Treasury Strip August 15, 2005 912827S86 8,400,000 ---------------- Total $14,702,000
d. Traced the following remaining securities to the documentation of the Trust's account maintained by the Trustee as of June 30, 1995:
Security Maturity CUSIP Face Value - --------------------------------------------------------------------------------------------- Treasury Strip August 15, 1995 912820AD9 $ 40,000 Treasury Strip February 15, 1996 912820AF4 374,000 Treasury Strip August 15, 1996 912833BU3 383,000 Treasury Strip February 15, 1997 912833BV1 383,000 Treasury Strip August 15, 1997 912833BW9 393,000 Treasury Strip February 15, 1998 912833BX7 393,000 Treasury Strip August 15, 1998 912833BY5 412,000 Treasury Strip February 15, 1999 912833BZ2 412,000 Treasury Strip August 15, 1999 912833CA6 431,000 Treasury Strip February 15, 2000 912820AV9 431,000 Treasury Strip August 15, 2000 912820AX5 450,000 Treasury Strip February 15, 2001 912833CD0 450,000 Treasury Strip August 15, 2001 912833CE8 469,000 Treasury Strip February 15, 2002 912833CF5 469,000 Treasury Strip August 15, 2002 912833CG3 488,000 Treasury Strip February 15, 2003 912820BF3 488,000 Treasury Strip August 15, 2003 912833CJ7 516,000 Treasury Strip February 15, 2004 912833CK4 516,000 Treasury Strip August 15, 2004 912833CL2 564,000 Treasury Strip February 15, 2005 912833CM0 11,964,000 Treasury Strip August 15, 2005 912827S86 26,600,000 --------------------- Total $46,626,000
Structured Products Corp. (as Depositor) Bankers Trust Company (as Trustee) Standard & Poor's Rating Group Moody's Investors Service Page 5 Because the above procedures do not constitute an audit made in accordance with generally accepted auditing standards, we do not express an opinion on any of the elements referred to above. Had we performed additional procedures or had we made an audit of the financial statements of the Trust in accordance with generally accepted auditing standards, matters might have come to our attention that would have been reported to you. This report relates only to the elements specified above and does not extend to any financial statements of the Trust taken as a whole. This report is solely for the management of Structured Products Corp., Bankers Trust Company, Standard & Poor's Rating Group, Moody's Investors Service and the Certificate Holders, and is not to be used, referred to or distributed for any other purpose. /s/ Arthur Andersen LLP New York, New York September 21, 1995 -----END PRIVACY-ENHANCED MESSAGE-----