This is a re-filing of a Form 8-A12B filing made on March 26, 2001 under CIK
0000894356 (Structured Products Corp.). We are making this filing, at the
request of the SEC's staff, for the sole purpose of obtaining a commission file
number.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
STRUCTURED PRODUCTS CORP.
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(Exact name of registrant as specified in its charter)
Delaware 13-3692801
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(State of incorporation or organization) (IRS Employer Identification No.)
390 Greenwich Street 10013
New York, New York
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration If this form relates to the registration
of a class of securities pursuant to of a class of securities pursuant to
Section 12(b) of the Exchange Act and is Section 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A. (c), please check the Instruction A. (d), please check the
following box. [x] following box. [_]
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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3,313,600 Corporate-Backed Trust
Securities (CorTS(R)) Certificates, with
a principal amount of $82,840,000
(the "Certificates") New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. Description of Registrant's Securities to be Registered.
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The description of the Certificates to be registered hereunder is set
forth under the captions entitled: "Summary"; "Risk Factors"; "Description of
the Certificates"; "Certain ERISA Considerations"; and "Certain Federal Income
Tax Considerations" in Registrant's Prospectus Supplement dated March 23, 2001,
and "Risk Factors" and "Description of Certificates" in Registrant's Prospectus,
dated May 13, 1999, which description is incorporated herein by reference.
Item 2. Exhibits.
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1. Certificate of Incorporation of Structured Products Corp. is set
forth as Exhibit 3.1 to the Registration Statement on Form S-3 and is
incorporated herein by reference.
2. By-laws, as amended, of Structured Products Corp. are set forth as
Exhibit 3.2 to the Registration Statement and are incorporated herein by
reference.
3. Form of Trust Agreement is set forth as Exhibit 4.3 to the
Registration Statement and is incorporated herein by reference.
4. Form of the Prospectus is attached to the Registration Statement and
is incorporated herein by reference.
5. Form of the Prospectus Supplement dated March 23, 2001 which was
filed with the Securities and Exchange Commission on March 23, 2001, pursuant to
Rule 424(b)(5) under the Securities Act of 1933, as amended, and is incorporated
herein by reference.
6. Form of CorTS(R) Supplement 2001-10, dated as of March 23, 2001,
which is set forth as an exhibit on Form 8-A12B filed with the Securities and
Exchange Commission, for Structured Products Corp, on March 26, 2001, and is
incorporated herein by reference.
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2
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
STRUCTURED PRODUCTS CORP.
Date: March 26, 2001
By: /s/ Matthew R. Mayers
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Authorized Signatory