<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 20, 2000
STRUCTURED PRODUCTS CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 33-55860/ 13-3692801
333-57357
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) NUMBER) IDENTIFICATION NUMBER)
</TABLE>
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
2000-14, 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.
<TABLE>
<CAPTION>
Item 601(a) of Regulation S-K Exhibit No. (EX-23) Description
------------------------------------------------- -----------
<S> <C>
Consent of KPMG LLP, independent certified
public accountants of Ambac Assurance
Corporation and subsidiaries in connection
with TIERS(R) Principal-Protected Trust
Certificates Series 2000-14
</TABLE>
<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 20, 2000
STRUCTURED PRODUCTS CORP.
By: /s/ Matthew R. Mayers
--------------------------------
Name: Matthew R. Mayers
Title: Authorized Signatory
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Paper (P) or
Electronic (E)
<S> <C> <C>
(EX-23) Consent of KPMG LLP, independent certified public E
accountants of Ambac Assurance Corporation and
subsidiaries in connection with TIERS(R)
Principal-Protected Trust Certificates Series 2000-14
</TABLE>
