SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): June 1, 2004
STRUCTURED PRODUCTS CORP.
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(Exact name of registrant as specified in its charter)
Delaware 001-32124 13-3692801
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(State or other jurisdiction of (Commission File (IRS Employer
incorporation or organization) Number) Identification Number)
388 Greenwich Street, New York, New York 10013
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (212) 816-7496.
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Item 1. Changes in Control of Registrant.
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Not Applicable.
Item 2. Acquisition or Disposition of Assets.
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Not Applicable.
Item 3. Bankruptcy or Receivership.
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Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant.
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Not Applicable.
Item 5. Other Events.
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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 Product 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.
Item 6. Resignations of Registrant's Directors.
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Not Applicable.
Item 7. Financial Statements, Pro-Forma Financial Information and Exhibits.
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(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits:
1. Trustee's Report with respect to the June 1, 2004
Distribution Date for the TIERS Corporate Bond-Backed
Certificates Trust, Series IBM 1997-4
Item 8. Change in Fiscal Year
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Not Applicable.
Item 9. Regulation FD Disclosure
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Not Applicable.
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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 thereunto duly authorized.
By: /s/ Mark C. Graham
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Name: Mark C. Graham
Title: Authorized Signatory
June 1, 2004
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EXHIBIT INDEX
Exhibit Page
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1 Trustee's Report with respect to the June 1, 2004 6
Distribution Date for the TIERS Corporate Bond-Backed
Certificates Trust, Series IBM 1997-4
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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, Series IBM 1997-4 hereby gives notice with
respect to the Distribution Date of June 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 $ 18.155911 $ 29.950876 $ 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 $59,008,737.93 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 & Poor's 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.
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