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): December 7, 1999
STRUCTURED PRODUCTS CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 33-55860/ 13-3692801
33-357357
- -------- --------- ----------
(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION OF FILE IDENTIFICATION
INCORPORATION OR NUMBER) NUMBER)
ORGANIZATION)
390 GREENWICH ST., NEW YORK, NEW YORK 10013
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE (212) 783-6645.
___________________________________________________________________________
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
<PAGE>
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.
Statement of Eligibility of Trustee (The Bank of New York)
Item 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
NOT APPLICABLE.
Item 7. FINANCIAL STATEMENTS, PRO-FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) NOT APPLICABLE.
(b) NOT APPLICABLE.
(c) NOT APPLICABLE.
Item 8. CHANGE IN FISCAL YEAR.
NOT APPLICABLE.
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<PAGE>
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.
STRUCTURED PRODUCTS CORP.
By:/s/ Matthew R. Mayers
-------------------------------------
Name: Matthew R. Mayers
Title: Authorized Signatory
Dated: December 7, 1999
3
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |X|
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
TIERS(SM) Callable Principal-Protected Asset Backed Certificates
Trust Series S&P 1999-2
(Exact name of obligor as specified in its charter)
Cayman Islands N/A
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
c/o Structured Products Corp.
390 Greenwich Street
New York, New York 10013
(Address of principal executive offices) (Zip code)
-------------
2,700,000 TIERS(SM) Callable Principal-Protected Asset Backed Trust
Certificates, Series S&P 1999-2
(Title of the securities)
========================================================================
<PAGE>
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT
IS SUBJECT.
- --------------------------------------------------------------------------------
Name Address
- --------------------------------------------------------------------------------
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and
Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
229.10(D).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
to Form T-1 filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No.
33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
2
<PAGE>
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 1st day of December, 1999.
THE BANK OF NEW YORK
By: /S/ REYNE A. MACADAEG
-------------------------------------
Name: REYNE A. MACADAEG
Title: VICE PRESIDENT
<PAGE>
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business September 30,
1999, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS In Thousands
Cash and balances due from
depository institutions:
Noninterest-bearing balances
and currency and coin......... $6,394,412
Interest-bearing balances...... 3,966,749
Securities:
Held-to-maturity securities.... 805,227
Available-for-sale securities.. 4,152,260
Federal funds sold and
Securities purchased under
agreements to resell........... 1,449,439
Loans and lease financing
receivables:
Loans and leases, net of
unearned
income............... 37,900,739
LESS: Allowance for loan and
lease losses............ 572,761
LESS: Allocated transfer risk
reserve....................... 11,754
Loans and leases, net of
unearned income, allowance,
and reserve................... 37,316,224
Trading Assets................... 1,646,634
Premises and fixed assets
(including capitalized leases). 678,439
Other real estate owned.......... 11,571
Investments in unconsolidated
subsidiaries and associated
companies...................... 183,038
Customers' liability to this
bank on acceptances outstanding 349,282
Intangible assets................ 790,558
Other assets..................... 2,498,658
----------
Total assets..................... $60,242,491
============
<PAGE>
LIABILITIES
Deposits:
In domestic offices............ $26,030,231
Noninterest-bearing... 11,348,986
Interest-bearing..... 14,681,245
In foreign offices, Edge and
Agreement subsidiaries, and
IBFs.......................... 18,530,950
Noninterest-bearing..... 156,624
Interest-bearing..... 18,374,326
Federal funds purchased and
Securities sold under
agreements to repurchase....... 2,094,678
Demand notes issued to the
U.S.Treasury................... 232,459
Trading liabilities.............. 2,081,462
Other borrowed money:
With remaining maturity of one
year or less.................. 863,201
With remaining maturity of
more than one year through
three years................... 449
With remaining maturity of
more than three years......... 31,080
Bank's liability on acceptances
executed and outstanding....... 351,286
Subordinated notes and debentures 1,308,000
Other liabilities................ 3,055,031
Total liabilities................ ----------
54,578,827
============
EQUITY CAPITAL
Common stock..................... 1,135,284
Surplus.......................... 815,314
Undivided profits and capital
reserves....................... 3,759,164
Net unrealized holding gains
(losses) on available-for-sale
securities..................... (15,440)
Cumulative foreign currency
translation adjustments........ (30,658)
----------
Total equity capital............. 5,663,664
Total liabilities and equity ----------
capital........................ $60,242,491
============
I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Thomas J. Mastro
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Reyni
Alan R. Griffith Directors
Gerald L. Hassell
