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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, 2000
Commission File number: 33-55860/33-357357
STRUCTURED PRODUCTS CORP.,
on behalf of
TIERS Corporate Bond-Backed Certificates Trust IBM 1997-4
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
CorTS Trust for J.C. Penney Debentures
CorTS Trust for BellSouth Debentures
CorTS Trust for Xerox Capital Trust I
CorTS Trust for Southern Company Capital Trust I
CorTS Trust for Countrywide Capital I
TIERS Principal-Protected Asset Backed Certificates Trust Series
Telecom 2000-13
TIERS Principal-Protected Asset Backed Certificates Trust Series
Semiconductor 2000-14
TIERS Principal-Protected Asset Backed Certificates Trust Series
Nasdaq 2000-15
CorTS Trust for AON Capital A
CorTS Trust for Allstate Financing II
(Exact name of registrant as specified in its charter)
Delaware 13-3692801
(State or other jurisdiction (I.R.S. employer
of incorporation) identification no.)
390 Greenwich Street, New York, New York 10013
(Address of principal executive offices) (Zip Code)
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 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
CorTS Trust for J.C. Penney Debentures, Corporate-Backed Trust Securities
CorTS Trust for BellSouth Debentures, Corporate-Backed Trust Securities
CorTS Trust for Xerox Capital Trust I Corporate-Backed Trust Securities
CorTS Trust for Southern Company Capital Trust I, Corporate-Backed
Trust Securities
CorTS Trust for Countrywide Capital I, Corporate-Backed Trust Securities
TIERS Principal-Protected Asset Backed Certificates Trust Series
Telecom 2000-13, TIERS Principal-Protected Trust Certificates
TIERS Principal-Protected Asset Backed Certificates Trust Series
Semiconductor 2000-14, TIERS Principal-Protected Trust Certificates
TIERS Principal-Protected Asset Backed Certificates Trust Series
Nasdaq 2000-15, TIERS Principal-Protected Trust Certificates
CorTS Trust for AON Capital A, Corporate-Backed Trust Securities
CorTS Trust for Allstate Financing II, Corporate-Backed Trust Securities
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
CorTS Trust for J.C. Penney
Base Trust Agreement dated May 21, Debentures,
1999 and Corporate-Backed Trust Securities
CorTS Supplement dated May 21, 1999
CorTS Trust for BellSouth
Base Trust Agreement dated May 21, Debentures,
1999 and CorTS Supplement 1999-2 Corporate-Backed Trust Securities
dated June 10, 1999
CorTS Trust for Xerox Capital
Base Trust Agreement dated May 21, Trust I,
1999 and CorTS Supplement 1999-3 Corporate-Backed Trust Securities
dated October 20,
Base Trust Agreement dated May 21, CorTS Trust for Southern
1999 and CorTS Supplement 1999-4 Company Capital Trust I,
dated October 28, 1999 Corporate-Backed Trust Securities
Base Trust Agreement dated May 21, CorTS Trust for Countrywide
1999 and CorTS Supplement 1999-4 Capital I, Corporate
dated November 16, 1999 Backed Trust Securities
Base Corporate Trust Agreement TIERS Principal-Protected Asset
dated July 31, 2000 and TIERS Backed Certificates Trust Series
Asset Backed Supplement Series Telecom 2000-7, TIERS
Telecom 2000-7 dated July 31, 2000 Principal-Protected Trust
Certificates
TIERS 2000-13 Base Trust Agreement TIERS Principal-Protected Asset
and Backed Certificates Trust Series
TIERS 2000-13 Series Supplement Telecom 2000-13, TIERS
dated November 29, 2000 Principal-Protected Trust
TIERS 2000-14 Base Trust Agreement TIERS Principal-Protected Asset
and Backed Certificates Trust Series
TIERS 2000-14 Series Semiconductor 2000-14, TIERS
Supplement Certificates Principal-Protected Trust Certificates
dated November 22, 2000
TIERS 2000-15 Base Trust Agreement TIERS Principal-Protected Asset
and Backed Certificates Trust Series
TIERS 2000-15 Series Supplement Nasdaq 2000-15, TIERS
dated December 21, 2000 Principal-Protected Trust
Certificates
Base Trust Agreement dated May 21, CorTS Trust for AON Capital A,
1999 and CorTS Supplement dated Corporate Backed Trust Securities
December 15, 2000
Base Trust Agreement dated May 21, CorTS Trust for Allstate Financing
1999 and CorTS Supplement dated II, Corporate Backed Trust
December 22, 2000 Securities
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:
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
iv) Report of Aston Bell & Associates
concerning TIERS TENS Certificates Trust LTR 1998-4
v) Report of Aston Bell & Associates concerning TIERS
Corporate Bond-Backed Certificates Trust MOT 1998-5
vi) Report of Aston Bell & Associates concerning TIERS
Corporate Bond-Backed Certificates Trust C 1998-6
vii)TIERS Corporate Bond-Backed Certificates Trust JPM 1998-
2 --No Payments were made or required to be made during the period from
June 30, 1999 through June 30, 2000. Thus no accountant's report is required.
viii) CorTS Trust for J.C. Penney Debentures, CorTS Trust
for BellSouth Debentures, CorTS Trust for Xerox Capital Trust I,
CorTS Trust for Southern Company Capital Trust I, CorTS
Trust for Countrywide Capital I , TIERS Principal-Protected Asset Backed
Certificates Trust Series Telecom 2000-13, TIERS Principal-Protected Asset
Backed Certificates Trust Series Semiconductor 2000-14, TIERS Principal-
Protected Asset Backed Certificates TrustSeries Nasdaq 2000-15, CorTS Trust for
AON Capital A and CorTS Trust for Allstate Financing II ---
No accountants report is required to be filed for these trusts.
(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, 2000
5
EXHIBIT INDEX
EXHIBIT PAGE
1. Report of Aston Bell & Associates concerning TIERS Corporate 1-6
Bond-Backed Certificates Trust APA 1997-8
2. Report of Aston Bell & Associates concerning TIERS Corporate 1-6
Bond-Backed Certificates Trust BLS 1997-6
3. Report of Aston Bell & Associates concerning TIERS 1-6
Corporate Bond-Backed Certificates Trust C 1998-6
4. Report of Aston Bell & Associates concerning TIERS Corporate 1-6
Bond-Backed Certificates Trust IBM 1997-4
5. Report of Aston Bell & Associates concerning TIERS 1-6
TENS Certificates Trust LTR 1998-4
6. Report of Aston Bell & Associates concerning TIERS 1-6
Corporate Bond-Backed Certificates Trust MOT 1998-5