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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)
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<S> <C>
Delaware 13-3692801
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(State of incorporation or organization) (IRS Employer Identification No.)
390 Greenwich Street 10013
New York, New York
(Address of principal executive offices) (Zip Code)
</TABLE>
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:
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<S> <C>
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
4,000,000 TIERS(SM) Principal-Protected Trust
Certificates, Series Telecom 2000-7 with
a principal amount of $40,000,000
(the "Certificates") American Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
None
Item 1. Description of Registrant's Securities to be Registered.
The description of the Certificates to be registered hereunder is set
forth under the
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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(SM) Principal-Protected Trust Certificates, Series Telecom 2000-7, a copy
of which Prospectus Supplement was filed pursuant to Rule 424(b) under the
Securities Act on July 27, 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 Prospectus Supplement dated July 24, 2000
related to the TIERS(SM) Principal-Protected Trust Certificates, Series Telecom
2000-7, which was filed with the Securities and Exchange Commission on July 27,
2000, pursuant to Rule 424(b)(2) under the Securities Act of 1933, and is
incorporated herein by reference.
6. Form of TIERS(SM) Asset Backed Supplement Series Telecom
2000-7 related to the TIERS(SM) Principal-Protected Trust Certificates, Series
Telecom 2000-7, 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: July 31, 2000
By: /s/ Matthew R. Mayers
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Authorized Signatory
[X]
[X]
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