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, 1999 Commission File Number: 33- 5860/33-357357 STRUCTURED PRODUCTS CORP., on behalf of TIERS CALLABLE PRINCIPAL-PROTECTED ASSET BACKED CERTIFICATES TRUST SERIES S&P 1999-2 Delaware 13-3692801 (State or other jurisdiction (I.R.S. employer or incorporation) identification no.) 390 Greenwich Street, New York, New York 10013 (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 CALLABLE PRINCIPAL-PROTECTED ASSET BACKED TRUST CERTIFICATES, SERIES S&P 1999-2. 1 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 to such 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. 2 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 The Bank of New York Trust Company (Cayman) Limited, 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 Corporate Trust Agreement and TIERS Callable Principal-Protected Asset TIERS Asset Backed Supplement Series, S&P Backed Trust Certificates, Series 1999-2, each dated as of December 9, S&P Series S&P 1999-2. 1999. 3 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 are represented by one or more physical Certificates registered in the name of "Cede& Co.", the nominee of The Depository Trust Company. 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 - --------------------------------------------------- 4 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 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 10-K - --------------------------------------------------------------- None 5 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: June 23, 2000 6