-----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, URdFJbtJpJFi2rbvAo664TNMv8K/u1QNoyfW4Glljj9A/jt3mPWWIM7S8UY8X9pL 72oBgWBoVjIeVmpZ+uoQUg== 0001068238-99-000043.txt : 19990319 0001068238-99-000043.hdr.sgml : 19990319 ACCESSION NUMBER: 0001068238-99-000043 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990318 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: 99567700 BUSINESS ADDRESS: STREET 1: SEVEN WORLD TRADE CENTER STREET 2: RM 33 130 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10048 BUSINESS PHONE: 2127836645 10-K 1 ANNUAL REPORT DATED 12/31/98 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, 1998 Commission File number: 33-55860 STRUCTURED PRODUCTS CORP., on behalf of TIERS Corporate Bond-Backed Certificates Trust IBM 1997 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 (Exact name of registrant as specified in its charter) Delaware 13-3692801 (State or other jurisdiction (I.R.S. employer of incorporation) identification no.) Room 33-130, 33rd Floor, Seven World Trade Center, New York, New York 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 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 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 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 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 Certificates , Series C 1998-6 21, 1998 2 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 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 3 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 No Payments were made or required to be made with respect to 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, and TIERS Corporate Bond-Backed Certificates Trust C 1998-6 during the period from June 30, 1997 through June 30, 1998. Thus no accountant's report is required. (b) None (c) See item 14(a) (3) above 4 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, 1998 5 EXHIBIT INDEX EXHIBIT PAGE 1. Auditor's Report concerning TIERS Corporate Bond-Backed Certificates Trust IBM 1997-4 1-6 2. Auditor's Report concerning TIERS Corporate Bond-Backed Certificates Trust BLS 1997-6 1-6 3. Auditor's Report concerning TIERS Corporate Bond-Backed Certificates Trust APA 1997-8 1-6 EX-19 2 AUDITOR'S REPORT RE IBM 1997-4 TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST IBM 1997-4 FINANCIAL STATEMENT FOR THE YEAR ENDED JUNE 30, 1998 TOGETHER WITH AUDITORS' REPORT 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, 1998 Notes to Financial Statement 5 - 6 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, 1998. 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, 1998 on the basis of accounting as described in Note 2. Aston Bell & Associates January 15, 1999 3 TIERS Corporate Bond-Backed Certificates Trust IBM 1997-4 Schedule of Receipts and Disbursements For the Year Ended June 30, 1998 RECEIPTS Interest on $100,000,000 p.a. International Business Machines Corporation 7.125% Debentures due December 1, 2096 $ 7,215,000 ------------- Total Cash Receipts $7,215,000 ========== DISBURSEMENTS Interest paid on $74,054,000 p.a. TIERS Corporate Bond-Backed Certificates, Series IBM 1997-4, Amortizing Class $ 2,721,485 Interest paid on $73,212,984 p.a. TIERS Corporate Bond-Backed Certificates, Series IBM 1997-4, Amortizing Class 2,690,577 Principal paid on TIERS Corporate Bond-Backed Certificates, Series IBM 1997-4, Amortizing Class $ 1,712,938 ----------- Total Cash Disbursements $ 7,125,000 ========== The accompanying notes are an integral part of the financial statement 4 ASTON BELL & ASSOCIATES TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST IBM 1997-4 NOTES TO FINANCIAL STATEMENT FOR THE YEAR ENDED JUNE 30, 1998 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 TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST IBM 1997-4 NOTES TO FINANCIAL STATEMENT FOR THE YEAR ENDED JUNE 30, 1998 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 EX-19 3 AUDITOR'S REPORT RE APA 1997-6 TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST BLS 1997-6 FINANCIAL STATEMENT FOR THE YEAR ENDED JUNE 30, 1998 TOGETHER WITH AUDITORS' REPORT 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, 1998 Notes to Financial Statement 5 - 6 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, 1998. 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, 1998 on the basis of accounting as described in Note 2. Aston Bell & Associates January 15, 1999 3 TIERS Corporate Bond-Backed Certificates Trust BLS 1997-6 Schedule of Receipts and Disbursements For the Year Ended June 30, 1998 RECEIPTS Interest on $25,000,000 p.a. Bell South Communications Inc.7 1/2% Debentures due June 15, 2033 $937,500 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 $9,180,000 p.a. TIERS Trust BLS 1997-6, Amortizing Class $ 300,645 Interest paid on $2,424,621.60 p.a. TIERS Trust BLS 1997-6, Amortizing Class 73,898 Principal paid on TIERS Trust BLS 1997-6, Amortizing Class 810,570 ---------- Total Cash Disbursements $1,185,113 ============= The accompanying notes are an integral part of the financial statement 4 ASTON BELL & ASSOCIATES TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST BLS 1997-6 NOTES TO FINANCIAL STATEMENT FOR THE YEAR ENDED JUNE 30, 1998 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 TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST BLS 1997-6 NOTES TO FINANCIAL STATEMENT FOR THE YEAR ENDED JUNE 30, 1998 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 EX-19 4 AUDITOR'S REPORT RE APA 1997-8 TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST APA 1997-8 FINANCIAL STATEMENT FOR THE YEAR ENDED JUNE 30, 1998 TOGETHER WITH AUDITORS' REPORT 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, 1998 Notes to Financial Statement 5 - 6 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, 1998. 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, 1998 on the basis of accounting as described in Note 2. Aston Bell & Associates January 15, 1999 3 TIERS Corporate Bond-Backed Certificates Trust APA 1997-8 Schedule of Receipts and Disbursements For the Year Ended June 30, 1998 RECEIPTS Interest on $75,000,000 p.a. Apache Corporation 7.375% Debentures due August 15, 2047 $ 2,796,354 ------------ Total Cash Receipts $ 2,796,354 =========== DISBURSEMENTS Interest paid on $58,072,000 p.a. TIERS Corporate Bond-Backed Certificates, Series APA 1997-8, Amortizing Class $ 2,119,692 Principal paid on TIERS Corporate Bond-Backed Certificates, Series APA 1997-8, Amortizing Class 676,662 ----------- Total Cash Disbursements $ 2,796,354 =========== The accompanying notes are an integral part of the financial statement 4 ASTON BELL & ASSOCIATES TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST APA 1997-8 NOTES TO FINANCIAL STATEMENT FOR THE YEAR ENDED JUNE 30, 1998 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. 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. 5 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. 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. 6 -----END PRIVACY-ENHANCED MESSAGE-----