UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 1, 2004
Structured Products Corp.
(Exact name of registrant as specified in its charter)
Delaware 001-32124 13-3692801
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation or Number)
organization)
388 Greenwich Street, New York, New York 10013
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (212) 816-7496.
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17CFR 240.13e-4(c))
Section 8 - Other Events
Item 8.01 Other Events.
This current report on Form 8-K relates to a distribution made to holders of the
Certificates issued by the TIERS Corporate Bond-Backed Certificates Trust IBM 1997-4.
The issuer of the underlying securities, or guarantor thereof, or successor thereto,
as applicable, is subject to the information reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Periodic reports and other
information required to be filed pursuant to the Exchange Act, by the issuer of the
underlying securities, or guarantor thereof, or successor thereto, as applicable, may
be inspected and copied at the public reference facilities maintained by the
Securities and Exchange Commission (the "Commission") at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission also maintains a site on the World Wide Web at
"http://www.sec.gov" at which users can view and download copies of reports, proxy
and information statements and other information filed electronically through the
Electronic Data Gathering, Analysis and Retrieval system. Neither Structured
Products Corp. nor the trustee has participated in the preparation of such reporting
documents, or made any due diligence investigation with respect to the information
provided therein. Neither Structured Products Corp. nor the trustee has verified the
accuracy or completeness of such documents or reports. There can be no assurance that
events affecting the issuer of the underlying securities, or guarantor thereof, or
successor thereto, as applicable, or the underlying securities have not occurred or
have not yet been publicly disclosed which would affect the accuracy or completeness
of the publicly available documents described above.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits:
1. Trustee's Report with respect to the December 1, 2004 Distribution
Date for the TIERS Corporate Bond-Backed Certificates Trust IBM 1997-4.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
By: /s/ Mark C. Graham
Name: Mark C. Graham
Title: Authorized Signatory
December 1, 2004
EXHIBIT INDEX
Exhibit Page
Trustee's Report with respect to the December 1,
1 2004 Distribution Date for the TIERS Corporate 5
Bond-Backed Certificates Trust IBM 1997-4
Exhibit 1
To the Holders of:
TIERS Corporate Bond-Backed Certificates, Series IBM 1997-4
*CUSIP: 871928AH0 Class: ZTF Class
*CUSIP: 871928AJ6 Class: Amortizing Class
U.S. Bank Trust National Association, as Trustee for the TIERS Corporate Bond-Backed
Certificates Trust IBM 1997-4 hereby gives notice with respect to the Distribution Date of
December 1, 2004 (the "Distribution Date") as follows:
1. The amount of the distribution payable to the Certificateholders on the
Distribution Date allocable to principal and premium, if any, and interest,
expressed as a dollar amount per $1,000 original principal amount of
Certificates, is as set forth below:
Class Principal Interest Total
Distribution
ZTF Class $ 0.000000 $ 0.000000 $ 0.000000
Amortizing Class $ 18.823141 $ 29.283646 $ 48.106787
2. The amount of aggregate interest due and not paid as of the Distribution
Date is $0.000000.
3. No fees have been paid to the Trustee or any other party from the
proceeds of the Term Assets.
4. $100,000,000 aggregate principal amount of International Business
Machines Corporation 7 1/8% Debentures due December 1, 2096 (the "Term
Assets") are held for the above trust.
5. At the close of business on the Distribution Date, $100,000,000 principal
amount of ZTF Class Certificates and $57,614,809.04 principal amount of
Amortizing Class Certificates were outstanding.
6. The current rating of the Term Assets is not provided in this report.
Ratings can be obtained from Standard & Poors Ratings Services, a division
of The McGraw-Hill Companies, Inc., by calling 212-438-2400 and from
Moody's Investors Service, Inc. by calling 212-553-0377.
U.S. Bank Trust National
Association, as Trustee
*The Trustee shall not be held responsible for the selection or use of the CUSIP number nor
is any representation made as to its correctness. It is included for the convenience of
the Holders.