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): March 1, 2004 STRUCTURED PRODUCTS CORP. ------------------------- (Exact name of registrant as specified in its charter) Delaware 001-13668 13-3692801 -------- --------- ---------- (State or other jurisdiction of (Commission File (IRS Employer incorporation or organization) Number) Identification Number) 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. -------------- 1 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 Accountant. - ------- ---------------------------------------------- Not Applicable. Item 5. Other Events. - ------- ------------- 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. - ------- --------------------------------------- Not Applicable. Item 7. Financial Statements, Pro-Forma Financial Information and Exhibits. - ------- ------------------------------------------------------------------- 2 (a) Not Applicable. (b) Not Applicable. (c) Exhibits: 1. Trustee's Report with respect to the March 1, 2004 Distribution Date for the CorTS Trust for J.C. Penney Debentures 2. Trustee's Report with respect to the March 1, 2004 Distribution Date for the CorTS Trust for Walt Disney Notes Item 8. Change in Fiscal Year - ------- --------------------- Not Applicable. Item 9. Regulation FD Disclosure - ------- ------------------------ Not Applicable. 3 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/ John W. Dickey ---------------------------- Name: John W. Dickey Title: Authorized Signatory March 1, 2004 4 EXHIBIT INDEX Exhibit Page - ------- ---- 1 Trustee's Report with respect to the March 1, 2004 5 Distribution Date for the CorTS Trust for J.C. Penney Debentures 2 Trustee's Report with respect to the March 1, 2004 6 Distribution Date for the CorTS Trust for Walt Disney Notes 5 Exhibit 1 To the Holders of: CorTS Trust for J.C. Penney Debentures Corporate-Backed Trust Securities (CorTS) Certificates *CUSIP: 220803100 U.S. Bank Trust National Association, as Trustee for the CorTS Trust for J.C. Penney Debentures, hereby gives notice with respect to the Distribution Date of March 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 $25 Certificate, is as set forth below: Principal Interest Total Distribution $ 0.000000 $ 0.953125 $ 0.953125 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 J.C. Penney Company, Inc. 7 5/8% Debentures due March 1, 2097 (the "Term Assets") are held for the above trust. 5. At the close of business on the Distribution Date, 4,000,000 Certificates representing $100,000,000 aggregate Certificate Principal Balance 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 solely for the convenience of the Holders. 6 Exhibit 2 To the Holders of: CorTS Trust for Walt Disney Notes 6.875% Corporate-Backed Trust Securities (CorTS) Class A Certificates *CUSIP: 22082D205 Class: A *CUSIP: 22082DAA4 Class: B U.S. Bank Trust National Association, as Trustee for the CorTS Trust for Walt Disney Notes, hereby gives notice with respect to the Distribution Date of March 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 $25 Class A Certificate and per $1,000 Notional Amount of Class B Certificates, is as set forth below: Class Principal Interest Total Distribution A $ 0.000000 $ 0.859375 $ 0.859375 B $ 0.000000 $ 0.625000 $ 0.625000 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. $35,000,000 aggregate principal amount of Walt Disney Company 7% Notes due March 1, 2032 (the "Term Assets") are held for the above trust. 5. At the close of business on the Distribution Date, 1,400,000 Class A Certificates representing $35,000,000 aggregate Certificate Principal Balance and $35,000,000 aggregate Notional Amount of Class B 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. 7