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.
(Exact name of registrant as specified in its charter)
Delaware 13-3692801
(State of incorporation or (IRS Employer Identification No.)
organization)
Seven World Trade Center 10048
Room 33-130, 33rd Floor
New York, New York
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(Address of principal executive (Zip Code)
offices)
If this form relates to the If this form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become
filing pursuant to General effective simultaneously with
Instruction A(C)(1) please the effectiveness of a
check the following box. [ ] concurrent registration
statement under the Securities
Act of 1933 pursuant to General
Instruction A(C)(2) please check
the following box. [ ]
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
$58,072,000 TIERSSM Corporate New York Stock Exchange
Bond-Backed Certificates,
Series APA 1997-8, Amortizing
Class Certificates (the
"Certificates")
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Securities to be registered pursuant to Section 12(g) of the Act:
NONE
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Certificates to be registered hereunder is set
forth under the captions entitled: "Summary of Terms"; "Special Considerations";
"Description of the Certificates"; "ERISA Considerations"; and "Federal Income
Tax Considerations" in Registrant's Prospectus Supplement dated May 21, 1998,
and "Special Considerations" and "Description of Certificates" in Registrant's
Prospectus, dated June 13, 1997, which description is incorporated herein by
reference. Registrant filed the Prospectus and Prospectus Supplement with the
Securities and Exchange Commission on May 21, 1998, pursuant to the Rule
424(b)(5) under the Securities Act of 1933.
Item 2. EXHIBITS.
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 Certificates.
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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: May 21, 1998 By: /S/ MATTHEW MAYERS
Authorized Signatory
