<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/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 organization) (IRS Employer Identification No.)
390 Greenwich Street
New York, New York 10013
(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A. (c), please check the following box. [x]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A. (d), 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
10,000 TIERS(R) Principal-Protected
Trust Certificates,Series Nasdaq
2000-15 with a principal amount of
$10,000,000(the "Certificates") American Stock Exchange
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 Nasdaq
2000-15, a copy of which Prospectus Supplement was filed pursuant to Rule 424(b)
under the Securities Act on or about December 18, 2000, 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
November 20, 2000 related to the TIERS(R) Principal-Protected Trust
Certificates, Series Nasdaq 2000-15, which was filed with the Securities and
Exchange Commission on or about November 20, 2000, pursuant to Rule 424(b)(5)
under the Securities Act of 1933, and is incorporated herein by reference.
6. Form of the Prospectus Supplement dated December 18, 2000
related to the TIERS(R) Principal-Protected Trust Certificates, Series Nasdaq
2000-15, which was filed with the Securities and Exchange Commission on or about
December 18, 2000, pursuant to Rule 424(b)(2) under the Securities Act of 1933,
and is incorporated herein by reference.
7. Form of TIERS(R) Asset Backed Supplement Series Nasdaq
2000-15 related to the TIERS(R) Principal-Protected Trust Certificates, Series
Nasdaq 2000-15, which is attached hereto.
[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: December 21, 2000
By: /s/ Matthew R. Mayers
Matthew R. Mayers
Authorized Signatory
3
