-----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, IHoFQq0P+dhdNDO8a0V78lbpl7TFHqKiUlYvY8fwPKrUkz9k6K70DigGXTJH4xI6 ZT1WWFiGPJdTZpIJnIM3HA== 0001068238-00-000007.txt : 20000202 0001068238-00-000007.hdr.sgml : 20000202 ACCESSION NUMBER: 0001068238-00-000007 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STRUCTURED PRODUCTS CORP CENTRAL INDEX KEY: 0000894356 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 133692801 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 001-13668 FILM NUMBER: 509591 BUSINESS ADDRESS: STREET 1: 390 GREENWICH ST CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 2127836645 MAIL ADDRESS: STREET 1: 390 GREENWICH STREET CITY: NEW YORK STATE: NY ZIP: 10013 10-K 1 ANNUAL REPORT DATED 12/31/99 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. 2 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 3 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 4 EXHIBIT INDEX EXHIBIT PAGE 1. Report of Aston Bell & Associates EX-19 2 AUDITOR'S REPORT RE CHAMT TRUST 1997-7 TIERS ASSET-BACKED SECURITIES, SERIES CHAMT TRUST 1997-7 FINANCIAL STATEMENT FOR THE YEAR ENDED JUNE 30, 1999 TOGETHER WITH AUDITORS' REPORT TIERS ASSET-BACKED SECURITIES, SERIES CHAMT TRUST 1997-7 TABLE OF CONTENTS DESCRIPTION PAGES Independent Auditors' Report 3 Schedule of Cash Receipts and Disbursements 4 for the year ended June 30, 1999 Notes to Financial Statement 5 - 6 REPORT OF INDEPENDENT AUDITORS The Trustee of TIERS Asset-Backed Securities, Series CHAMT Trust 1997-7 We have audited the accompanying Schedule of Receipts and Disbursements (The "Schedule") of TIERS Asset-Backed Securities, Series CHAMT Trust 1997-7 for the year ended June 30, 1999. This Schedule is the responsibility of TIERS Asset-Backed Securities, Series CHAMT Trust 1997-7 Trustees. Our responsibility is to express an opinion on this Schedule based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Schedule is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Schedule. An audit also includes assessing the accounting principles used and significant estimates made by the Trustees, as well as evaluating the overall Schedule presentation. We believe that our audit provides a reasonable basis for our opinion. As described in Note 2, the financial statement presents receipts and disbursements of the TIERS Asset-Backed Securities, Series CHAMT Trust 1997-7 in accordance with the trust indenture and is not intended to be a presentation of financial statements in accordance with generally accepted accounting principles. In our opinion, the Schedule referred to above presents fairly, in all material respects, the receipts and disbursements of the TIERS Asset-Backed Securities, Series CHAMT Trust 1997-7 for the year ended June 30, 1999 on the basis of accounting as described in Note 2. New York, New York September 30, 1999 3 TIERS Asset-Backed Securities, Series CHAMT Trust 1997-7 Schedule of Receipts and Cash Disbursements For the year ended June 30, 1999 RECEIPTS Interest on Chase Credit Card Master Trust 1996-4 Asset Backed Certificates Class A due July 15, 2006 $ 17,324,349 Sale of Chase Credit Card Master Trust 1996-4 Asset Backed Certificates Class A due July 15, 2006 254,294,000 Swap Payment (net) received from West Deutsche Landesbank 3,353,542 ------------ Total Cash Receipts $274,971,891 ============ DISBURSEMENTS Interest paid on TIERS Asset-Backed Securities, Series CHAMT Trust 1997-7, Class A Notes $ 20,069,852 Interest paid on TIERS Asset-Backed Securities, Series CHAMT Trust 1997-7, Class B Certificates 608,039 Retirement of Chase Credit Card Master Trust 1996-4 Asset Backed Certificates, Class A Notes 254,294,000 ------------ Total Cash Disbursements $274,971,891 ============ The accompanying notes are an integral part of financial statements ASTON BELL & ASSOCIATES 4 TIERS ASSET-BACKED SECURITIES, SERIES CHAMT TRUST 1997-7 NOTES TO FINANCIAL STATEMENT FOR THE YEAR ENDED JUNE 30, 1999 NOTE 1 - ------ TIERS Asset-Backed Securities, Series CHAMT Trust 1997-7 (the "Issuer") is the Issuer under the Series Trust Indenture, dated as of September 15, 1997, incorporating the Standard Terms of the Trust Indenture, dated as of September 15, 1997 by and between the Issuer and US Bank Trust National Association, formerly First Trust of New York, National Association, as Trustee (the "Trustee"), providing for the issuance of the TIERS Asset-Backed Securities, Series CHAMT Trust 1997-7 Class A Notes (the "Notes"). The Issuer also issued the Class B Certificates, although not under the aforementioned Indenture, and the Trustee is obligated under the Indenture to apply certain funds to the payment of interest or principal on the Notes and on the Class B Certificates. The Issuer entered into an ISDA Master Agreement together with the related schedule and confirmation with Westdeutsche Landesbank Girozentrale, New York Branch (the "Swap Counterparty") under which the Issuer and the Swap Counterparty are obligated to make certain payments to each other. The Indenture provides that the Trustee will receive the payments due to the Issuer from the Swap Counterparty and make all payments due to the Swap Counterparty from the Issuer on the Issuer's behalf. The Issuer was constituted pursuant to TIERS Asset-Backed Securities, Series CHAMT Supplement, dated as of September 15, 1997 by and between Structured Products Corp. and Delaware Trust Capital Management, Inc. (the "Owner Trustee"). NOTE 2 - ------ The financial statement presents receipts and disbursements of the TIERS Asset-Backed Securities, Series CHAMT 1997-7 in accordance with the trust indenture and is not intended to be a presentation of financial statements in accordance with generally accepted accounting 5 TIERS ASSET-BACKED SECURITIES, SERIES CHAMT TRUST 1997-7 NOTES TO FINANCIAL STATEMENT FOR THE YEAR ENDED JUNE 30, 1999 NOTE 2 - CONTINUED - ------------------ principles. Certain financial statement items are defined in the trust indenture as follows: Term Assets - Chase Credit Card Master Trust, Class A Floating Rate Asset Backed Certificates, Series 1996-4 (the "Term Assets"). The Term Assets are denominated and payable in U.S. dollars (the "Term Assets Currency") and were issued in minimum denominations of $1,000 and integral multiples in excess thereof. SWAP Agreement - Under the Swap Agreement, the Issuer will pay to the Swap Counterparty amounts equal to the payments of interest received on the Term Assets including any deferred interest), and the Swap Counterparty will pay to the Issuer on each Distribution Date amounts equal to the interest payable on the Notes on such date. If on any Distribution Date the amount received by the Issuer on the Term Assets and paid to the Swap Counterparty is less than the scheduled interest thereon, the Swap Counterparty shall reduce its payment to the Issuer by the amount of such deficiency. Class A Notes - The TIERSSM Asset-Backed Securities, Series CHAMT 1997-7, offered hereby consisted originally of $352,980,000 principal amount of the Issuer's Fixed Rate Notes, Class A (the "Notes"). The Notes are denominated and payable in U.S.dollars (the "Specified Currency") and were issued in minimum denominations of $1,000 and multiples of $1,000 in excess thereof. Class A Notes are retired in accordance with the Trust Indenture. Class B Certificates -The Issuer also issued privately $10,920,000 principal amount of its Floating Rate Certificates, Class B (the "Certificates"). The Certificates are being used privately in a separate offering and are not being offered hereby. 6 -----END PRIVACY-ENHANCED MESSAGE-----