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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 10013
New York, New York
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective pursuant Exchange Act and is effective pursuant
to General Instruction A. (c), please to General Instruction A. (d), please
check the following box. [x] 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
9,000,000 TIERS(SM) Principal-Protected
Trust Certificates,Series Nasdaq
2000-3 with a principal amount of
$90,000,000 (the "Certificates") American Stock Exchange
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 TIERS(SM) Principal-Protected Trust Certificates, Series Nasdaq
2000-3, 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 February 18,
2000 related to the TIERS(SM) Principal-Protected Trust Certificates, Series
Nasdaq 2000-3, which was filed with the Securities and Exchange Commission on or
about February 18, 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: March 28, 2000
By: /s/ Matthew R. Mayers
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Authorized Signatory
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