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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.
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(Exact name of registrant as specified in its charter)
Delaware 13-3692801
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(State of incorporation or organization) (IRS Employer Identification No.)
390 Greenwich Street
New York, New York 10013
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act 12(g) of the Exchange Act and
and is effective pursuant to is effective pursuant to General
General Instruction A. (c), Instruction A. (d), please check
please check the following box. [x] please check the following box. []
Securities to be registered pursuant to
Title of Each Class Name of Each Exchange on Which
to be so registered each class is to be registered
[__________] TIERS(SM) Principal-Protected
Trust Certificates, Series Telecom 2000-7
with a principal amount of $[_____________]
(the "Certificates") American Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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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 TIERSSM Principal-Protected Trust Certificates, Series Telecom
2000-7, 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 incorporatedherein by reference.
5. Form of the Preliminary Prospectus Supplement dated June
14, 2000 related to the TIERSSM Principal-Protected Trust Certificates, Series
Telecom 2000-7, which was filed with the Securities and Exchange Commission on
or about June 14, 2000, pursuant to Rule 424(b)(5) under the Securities Act of
1933, and is incorporated herein by reference.
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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: July 12, 2000
By: /s/MATTHEW R. MAYERS
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Authorized Signatory
