STRUCTURED PRODUCTS CORP
8-K, 2000-11-29
ASSET-BACKED SECURITIES
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<PAGE>   1

                       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): NOVEMBER 27, 2000

                            STRUCTURED PRODUCTS CORP.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


DELAWARE                               33-55860/            13-3692801
--------                               ---------            ----------
                                       333-57357
                                       ---------
(STATE OR OTHER JURISDICTION OF        (COMMISSION          (IRS EMPLOYER
INCORPORATION OR ORGANIZATION)         FILE NUMBER)         IDENTIFICATION
                                                            NUMBER)

390 GREENWICH STREET, NEW YORK, NEW YORK                         10013
----------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                       (ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE (212) 723 9654
                                                  --------------


<PAGE>   2
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.

                  DOCUMENTS INCORPORATED BY REFERENCE.

                  The consolidated financial statements of Ambac Assurance
                  Corporation and subsidiaries as of December 31, 1999 and
                  December 31, 1998, and for each of the years in the three-year
                  period ended December 31, 1999, included in the Annual Report
                  on Form 10-K of Ambac Financial Group, Inc. (which was filed
                  with the Securities and Exchange Commission on March 30, 2000)
                  and the unaudited consolidated financial statements of Ambac
                  Assurance Corporation and its subsidiaries as of September 30,
                  2000, and for periods ended September 30, 2000 and September
                  30, 1999, included in the Quarterly Report on Form 10-Q of
                  Ambac Financial Group, Inc. for the period ended September 30,
                  2000 (which was filed with the Securities and Exchange
                  Commission on November 13, 2000) are hereby incorporated by
                  reference in (i) this Current Report on Form 8-K; (ii) the
                  registration statement (No. 333-57357) of the Registrant; and
                  (iii) the Prospectus Supplement and Prospectus relating to
                  TIERS(R) Principal-Protected Trust Certificates, Series
                  2000-13, and shall be deemed to be part hereof and thereof.

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.


<PAGE>   3



                  (c)  EXHIBITS.

Item 601(a) of Regulation S-K
Exhibit  No. (EX-23)                 Description
-----------                          -----------
                                  Consent of KPMG LLP, independent
                                  certified public accountants of Ambac
                                  Assurance Corporation and subsidiaries
                                  in connection with TIERS(R) Principal-
                                  Protected Trust Certificates Series 2000-13


<PAGE>   4




                                   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.

Dated November 27, 2000

                                     STRUCTURED PRODUCTS CORP.

                                     By: /s/ Matthew R. Mayers
                                         ------------------------
                                     Name:   Matthew R. Mayers
                                     Title:  Authorized Signatory


<PAGE>   5



EXHIBIT INDEX

--------------------------------------------------------------------------------
EXHIBIT NO.            DESCRIPTION                          PAPER (P)OR
                                                            ELECTRONIC (E)
--------------------------------------------------------------------------------
(EX-23)                Consent of KPMG LLP, independent     E
                       certified public accountants of
                       Ambac E Assurance Corporation and
                       subsidiaries in connection with
                       TIERS(R)Principal-Protected Trust
                       Certificates Series 2000-13

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