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
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2005
or
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission File Number 001-32084
STRUCTURED PRODUCTS CORP.,
on behalf of
CorTS Trust II For BellSouth Debentures
(Exact name of registrant as specified in its charter)
Delaware 13-3692801
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
CorTS Trust II For BellSouth New York Stock Exchange
Debentures, Corporate-Backed
Trust Securities (CorTS)
Certificates
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. |_| Yes |X| No
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. |_| Yes |X| No
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 X1 No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
- ----------
(1) Pursuant to staff administrative positions established in the no-action
letter Corporate Asset Backed Corporation ("CABCO") (available August 9,
1995), the Depositor is not required to respond to various items of Form
10-K. Such items are designated herein as "Not Applicable".
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
(Check one)
Large Accelerated Filer [_] Accelerated Filer [_] Non-accelerated Filer [X]
Indicate by check mark whether the registrant is shell company (as defined in
Rule 12b-2 of the Act). |_| Yes |X| No
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter.
As of the date of this report, all of the common stock of the Registrant is held
by Citigroup Global Markets Holdings Inc.
Documents Incorporated by Reference
The distribution reports to security holders filed on Form 8-K during the fiscal
year in lieu of reports on Form 10-Q, which includes the reports filed on Form
8-K listed in Item 15(b) hereto.
Introductory Note
Structured Products Corp. (the "Depositor") is the depositor under the Base
Trust Agreement December 15, 2000, as supplemented by the CorTS Supplement
2001-10, dated as of March 23, 2001, by and between the Depositor and U.S. Bank
Trust National Association, as Trustee (the "Trustee"), providing for the
issuance of the CorTS Trust II For BellSouth Debentures, Corporate-Backed Trust
Securities (CorTS) Certificates (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.
The issuer(s) 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"). For
information on the issuer(s) of the underlying securities, or guarantor thereof,
or successor thereto, as applicable, please see its periodic and current reports
filed with the Securities and Exchange Commission (the "Commission"). Such
reports and other information required to be filed pursuant to the Exchange Act,
by the issuer(s) 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 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, or "EDGAR." Neither the Depositor 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 the
Depositor nor the Trustee has verified the accuracy or completeness of such
documents or reports. There can be no assurance that events affecting the
issuer(s) 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 that would affect the accuracy or completeness
of the publicly available documents described above. The chart below lists each
trust, the issuer(s) or guarantor, or successor thereto, of the related
underlying security, and its respective Exchange Act file numbers, if
applicable.
Underlying Securities Issuer(s) Exchange Act File Number
or Guarantor, or successor thereto
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BellSouth Corporation 001-08607
PART I
Item 1. Business
None
Item 1A. Risk Factors
Not applicable
Item 1B. Unresolved Staff Comments
Not applicable
Item 2. Properties
None
Item 3. Legal Proceedings
None
Item 4. Submission of Matters To A Vote of Security Holders
None
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
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.
The Certificates are listed on the New York Stock Exchange.
Item 6. Selected Financial Data
None
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Not Applicable
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not applicable
Item 8. Financial Statements and Supplementary Data
None
Item 9. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure
None
Item 9A. Controls and Procedures
Not Applicable
Item 9B. Other Information
Not Applicable
PART III
Item 10. Directors and Executive Officers of the Registrant
None
Item 11. Executive Compensation
Not Applicable
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
Information required by Item 201(d) of Regulation S-X: Not
applicable
Information required by Item 403 of Regulation S-X: None
Item 13. Certain Relationships and Related Transactions
None
Item 14. Principal Accounting Fees and Services
Not Applicable
PART IV
Item 15. Exhibits, Financial Schedules
(a) The following documents are also filed as part of this Report:
3. Exhibits:
31.1 Certification by Assistant Secretary, Assistant Vice
President and Finance Officer of the Registrant pursuant to
15 U.S.C. Section 7241, as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
99.1 Annual Compliance Report by Trustee.
(b) The following reports on Form 8-K were filed during the period covered
by this report and are hereby incorporated by reference:
1. Trustee's Distribution Statement for the June 1, 2005
Distribution Date filed on Form 8-K on June 15, 2005.
2. Trustee's Distribution Statement for the December 1, 2005
Distribution Date filed on Form 8-K on December 14, 2005.
(c) See item 15(a)(3) above.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Structured Products Corp., as depositor for the
Trusts (the "Registrant")
Dated: March 24, 2006 By: /s/ Mark C. Graham
-----------------------
Name: Mark C. Graham
Title: Assistant Secretary, Assistant Vice
President and Finance Officer
Exhibit 31.1
CERTIFICATION
I, Mark C. Graham, certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on
Form 8-K containing distribution or servicing reports filed in respect of
periods included in the year covered by this annual report, of Structured
Products Corp., on behalf of CorTS Trust II For BellSouth Debentures;
2. Based on my knowledge, the information in these reports, taken as a
whole, does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of the
last day of the period covered by this annual report;
3. Based on my knowledge, the distribution or servicing information
required to be provided to the depositor by the trustee under the pooling and
servicing, or similar agreement, for inclusion in these reports is included in
these reports; and
4. I am responsible for reviewing the activities performed by the
depositor and the trustee under the pooling and servicing, or similar agreement
and based upon my knowledge and the annual compliance review required under that
agreement, and except as disclosed in the reports, the depositor and trustee
have each fulfilled its obligations under that agreement.
In giving the certifications above, I have reasonably relied on information
provided to me by the following unaffiliated parties: U.S. Bank Trust National
Association.
By: /S/ MARK C. GRAHAM
---------------------------------
Name: Mark C. Graham
Title: Assistant Secretary, Assistant
Vice President and Finance
Officer
Date: March 24, 2006
Exhibit 99.1
ANNUAL COMPLIANCE REPORT
The undersigned, being an officer of U.S. Bank Trust National
Association, as trustee (the "Trustee"), with respect to CorTS Trust II For
BellSouth Debentures, on whose behalf Structured Products Corp. has prepared
this annual report on Form 10-K for the fiscal year ended December 31, 2005 (the
"Annual Report"), certifies as follows:
1. The Trustee is the trustee under the trust agreement.
2. Based on my knowledge, for the periods included in the year covered by
the Annual Report, the Trustee has fulfilled its obligations, including any
servicing obligations, under the trust agreement.
/s/ Marlene Fahey
--------------------
Name: Marlene Fahey
Title: Vice President
Date: March 24, 2006
EXHIBIT INDEX
Exhibit Page
31.1 Certification by Assistant Secretary, Assistant Vice
President and Finance Officer of the Registrant
pursuant to 15 U.S.C. Section 7241, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
99.1 Annual Compliance Report by Trustee pursuant to 15
U.S.C. Section 7241.