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): SEPTEMBER 22, 1997 STRUCTURED PRODUCTS CORP. ------------------------- (Exact name of registrant as specified in its charter) DELAWARE 33-55860 13-3692801 -------- -------- ---------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification Number) Seven World Trade Center Room 33-130, 33rd Floor NEW YORK, NY 10048 ------------------------- ----- (Address of Principal Executive Office) (Zip Code) Registrant's telephone number, including area code: (212) 783-6645 N/A __________________________________________________________________ (Former Name or Former Address, if Changed Since Last Report) INFORMATION TO BE INCLUDED IN THE REPORT Item 1. CHANGES IN CONTROL OF REGISTRANT. Not Applicable. Item 2. ACQUISITION OR DISPOSITION OF ASSETS. Not Applicable. Item 3. BANKRUPTCY OR RECEIVERSHIP. Not Applicable Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS. Not Applicable. Item 5. OTHER EVENTS. Not Applicable. Item 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS. Not Applicable. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. Not Applicable. (b) PRO FORMA FINANCIAL INFORMATION. Not Applicable. (c) EXHIBITS. 1. 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 First Trust of New York, National Association, as Indenture Trustee and TIERS Asset-Backed Securities, Series CHAMT Trust 1997-7, including the Form of Class A Note. 2. TIERS Asset-Backed Securities, Series CHAMT Trust 1997-7 Supplement, dated as of September 15, 1997, incorporating the Base Trust Agreement, dated as of September 15, 1997, by 2 and between the Structured Products Corp. and Delaware Trust Capital Management, Inc., including the Form of Class B Certificate. 3. Administration Agreement, dated as of September 15, 1997, between TIERS Asset-Backed Securities, Series CHAMT Trust 1997-7 and First Trust of New York, National Association, as Administrator. 4. 1992 ISDA Master Swap Agreement, and related schedule and confirmations thereto, each dated as of September 15, 1997, by and between TIERS Asset-Backed Securities, Series CHAMT Trust 1997-7 and Westdeutsche Landesbank Girozentrale. 5. Administration Agreement, dated as of September 15, 1997, among TIERS Asset-Backed Securities, Series CHAMT Trust 1997-7, Delaware Trust Capital Management, Inc. and Structured Products Corp. 6. Expense Guarantee of Salomon Brothers Inc to First Trust of New York, National Association 7. Expense Guarantee of Salomon Brothers Inc. to Delaware Trust Capital Management, Inc. 8. Underwriting Agreement, dated September 15, 1997, between Structured Products Corp. and Salomon Brothers Inc 9. Opinion of Rogers & Wells with respect to tax matters. 3 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. STRUCTURED PRODUCTS CORP. Date: September 22, 1997 By: /S/ TIMOTHY P. BEAULAC ------------------------ Timothy P. Beaulac Assistant Vice President and Finance Officer 4 EXHIBIT INDEX EXHIBIT DESCRIPTION - ------- ----------- 1. Series Trust Indenture, dated as of September 15, 1997, incorporating the Standard Terms of Trust Indenture, also dated as of September 15, 1997, by and between First Trust of New York, National Association, as Indenture Trustee and TIERS Asset-Backed Securities, Series CHAMT Trust 1997-7, including the Form of Class A Note. 2. TIERS Asset-Backed Securities, Series CHAMT Trust 1997-7 Supplement, dated as of September 15, 1997, incorporating the Base Trust Agreement, dated as of September 15, 1997, by and between the Structured Products Corp. and Delaware Trust Capital Management, Inc., including the Form of Class B Certificate. 3. Administration Agreement, dated as of September 15, 1997, between TIERS Asset-Backed Securities, Series CHAMT Trust 1997-7 and First Trust of New York, National Association, as Administrator. 4. 1992 ISDA Master Swap Agreement, and related schedule and confirmations thereto, each dated as of September 15, 1997, by and between TIERS Asset-Backed Securities, Series CHAMT Trust 1997-7 and Westdeutsche Landesbank Girozentrale. 5. Delegation Agreement, dated as of September 15, 1997, among TIERS Asset-Backed Securities, Series CHAMT Trust 1997-7, Delaware Trust Capital Management, Inc. and Structured Products Corp. 6. Expense Guarantee of Salomon Brothers Inc to First Trust of New York, National Association 7. Expense Guarantee of Salomon Brothers Inc to Delaware Trust Capital Management, Inc. 8. Underwriting Agreement, dated as of September 15, 1997, between Structured Products Corp. and Salomon Brothers Inc 9. Opinion of Rogers & Wells with respect to tax matters. 5