<PAGE> 1
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)
<TABLE>
<S> <C>
Delaware 13-3692801
(State of incorporation or organization) (IRS Employer Identification No.)
390 Greenwich Street
New York, New York 10013
(Address of principal executive offices) (Zip Code)
</TABLE>
<TABLE>
<S> <C>
If this form relates to the registration of a class of If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act securities pursuant to Section 12(g) of the Exchange
and is effective pursuant to General Instruction A. (c), Act and is effective pursuant to General Instruction A.
please check the following box. [x] (d), please check the following box. [ ]
</TABLE>
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
- ------------------- ------------------------------
<S> <C>
10,000 TIERS(R) Principal-Protected Trust Certificates,
Series Telecom 2000-13 with a principal amount of
$10,000,000
(the "Certificates") American Stock Exchange
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
None
<PAGE> 2
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 Information -- Q&A"; "Risk Factors";
"Description of the Certificates"; "Certain ERISA Considerations"; and "United
States Federal Income Tax Considerations" in Registrant's Prospectus Supplement
related to the TIERS(R) Principal-Protected Trust Certificates, Series
Telecom 2000-13, which Prospectus Supplement is hereby deemed to be
incorporated by reference into this Form 8-A, a copy of which Prospectus
Supplement is to be filed pursuant to Rule 424(b) under the Securities Act as of
the date such Prospectus Supplement is to be filed, and "Risk Factors" and
"Description of Certificates" in Registrant's Prospectus, dated May 13, 1999,
which description is incorporated herein by reference.
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 Corporate Trust Agreement is set forth as Exhibit
4.3 to the Registration Statement and is incorporated herein by reference.
4. Form of the Prospectus is attached to the Registration
Statement and is incorporated herein by reference.
5. Form of the Preliminary Prospectus Supplement dated October
13, 2000 related to the TIERS(R) Principal-Protected Trust Certificates, Series
Telecom 2000-13, which was filed with the Securities and Exchange
Commission on or about October 16, 2000, pursuant to Rule 424(b)(5) under the
Securities Act of 1933, and is incorporated herein by reference.
[Balance of page left intentionally blank]
2
<PAGE> 3
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: November 16, 2000
By: /s/ Matthew R. Mayers
----------------------------
Authorized Signatory
