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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
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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)
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If this form relates to the registration If this form relates to the registration
of a class of securities pursuant to of a class of securities pursuant to
Section 12(b) of the Exchange Act and is Section 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A. (c), please check the Instruction A. (d), please check the
following box. [x] following box. [ ]
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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
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2,250,000 TIERS(R)Principal-Protected
Trust Certificates, Series Semiconductor
2000-14 with a principal amount of
$22,500,000
(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.
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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
Semiconductor 2000-14, a copy of which Prospectus Supplement was filed pursuant
to Rule 424(b) under the Securities Act on or about November 20, 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.
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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 Prospectus Supplement dated November 17, 2000 related to
the TIERS(R) Principal-Protected Trust Certificates, Series Semiconductor
2000-14, which was filed with the Securities and Exchange Commission on or about
November 20, 2000, pursuant to Rule 424(b)(2) under the Securities Act of 1933,
and is incorporated herein by reference.
6. Form of TIERS(R) Asset Backed Supplement Series Semiconductor
2000-14 related to the TIERS(R) Principal-Protected Trust Certificates, Series
Semiconductor 2000-14, which is attached hereto.
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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: November 30, 2000
By: /s/ Matthew R. Mayers
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Authorized Signatory
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