-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hr/qpXM8zrGbgBg9G3QxeSysz/1KoHqkTmjD9+8jM5v2ho4RKZsgRu3GiC7msv4B 0jZ6bbCmeU/vDBlJRP6UvQ== 0001068238-04-000574.txt : 20040330 0001068238-04-000574.hdr.sgml : 20040330 20040329173733 ACCESSION NUMBER: 0001068238-04-000574 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STRUCTURED PRODUCTS CORP CORTS TR II FOR BELLSOUTH DEBENTURE CENTRAL INDEX KEY: 0001283461 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32084 FILM NUMBER: 04697386 BUSINESS ADDRESS: STREET 1: 388 GREENWICH ST CITY: NEW YORK STATE: NY ZIP: 10013 10-K 1 a297.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: Commission File Number: December 31, 2003 333-57357 STRUCTURED PRODUCTS CORP., on behalf of CorTS Trust II For BellSouth Debentures (Exact name of registrant as specified in its charter) Delaware 13-3692801 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 388 Greenwich Street New York, New York 10013 (Address of principal executive offices) (zip code) Registrant's telephone number including area code: 212-816-7496 Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered - ------------------- ----------------------------------------- CorTS Trust II For BellSouth Debentures, Corporate-Backed New York Stock Exchange Trust Securities (CorTS) Certificates
Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the Registrant has (1) filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to have filed such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X 1 No ------ ------ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] - -------- 1 Pursuant to staff administrative positions established in the no-action letter Corporate Asset Backed Corporation ("CABCO") (available August 9, 1995), the Depositor is not required to respond to various items of Form 10-K. Such items are designated herein as "Not Applicable". 1 As of the date of this report, all of the common stock of the Registrant is held by Citigroup Global Markets Holding Company Inc. Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes No X ------ ------ Documents Incorporated by Reference ----------------------------------- The distribution reports to security holders filed on Form 8-K during the fiscal year in lieu of reports on Form 10-Q, which includes the reports filed on Form 8-K listed in Item 15(b) hereto. Introductory Note ----------------- Structured Products Corp. (the "Depositor") is the depositor under the Base Trust Agreement, dated as of December 15, 2000, as supplemented by the CorTS Supplement 2001-10, dated as of March 23, 2001, by and between the Depositor and U.S. Bank Trust National Association, as Trustee (the "Trustee"), providing for the issuance of the CorTS Trust II For BellSouth Debentures, Corporate-Backed Trust Securities (CorTS) Certificates (the "Certificates") and is the depositor for the Certificates (the "Registrant"). The Certificates do not represent obligations of or interests in the Depositor or the Trustee. The issuer(s) of the underlying securities, or guarantor thereof, or successor thereto, as applicable, is subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). For information on the issuer(s) of the underlying securities, or guarantor thereof, or successor thereto, as applicable, please see its periodic and current reports filed with the Securities and Exchange Commission (the "Commission"). Such reports and other information required to be filed pursuant to the Exchange Act, by the issuer(s) of the underlying securities, or guarantor thereof, or successor thereto, as applicable, may be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission also maintains a site on the World Wide Web at "http://www.sec.gov" at which users can view and download copies of reports, proxy and information statements and other information filed electronically through the Electronic Data Gathering, Analysis and Retrieval system, or "EDGAR." Neither the Depositor nor the Trustee has participated in the preparation of such reporting documents, or made any due diligence investigation with respect to the information provided therein. Neither the Depositor nor the Trustee has verified the accuracy or completeness of such documents or reports. There can be no assurance that events affecting the issuer(s) of the underlying securities, or guarantor thereof, or successor thereto, as applicable, or the underlying securities have not occurred or have not yet been publicly disclosed that would affect the accuracy or completeness of the publicly available documents described above. The chart below lists each trust, the issuer(s) or guarantor, or successor thereto, of the related underlying security, and its respective Exchange Act file numbers, if applicable. - --------------------------------------------------- ---------------------------- Underlying Securities Issuer(s) or Guarantor, or Exchange Act File Number - ------------------------------------------------ ------------------------ successor thereto ----------------- - --------------------------------------------------- ---------------------------- BellSouth Corporation 001-08607 - --------------------------------------------------- ---------------------------- 2 PART I ------
Item 1. Business - ------- -------- None Item 2. Properties - ------- ---------- None Item 3. Legal Proceedings - ------- ----------------- None Item 4. Submission of Matters To A Vote of Security Holders - ------- --------------------------------------------------- None PART II ------- Item 5. Market for Registrant's Common Equity and Related Stockholder Matters - ------- --------------------------------------------------------------------- The Certificates representing investors' interest in the Trust are represented by one or more physical Certificates registered in the name of Cede & Co., the nominee of The Depository Trust Company. The Certificates are listed on the New York Stock Exchange. Item 6. Selected Financial Data - ------- ----------------------- None Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - ------- ------------------------------------------------------------------------------------- Not Applicable Item 7A. Quantitative and Qualitative Disclosures About Market Risk - -------- ---------------------------------------------------------- None Item 8. Financial Statements and Supplementary Data - ------- ------------------------------------------- None Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure - ------- ------------------------------------------------------------------------------------ None PART III -------- Item 10. Directors and Executive Officers of the Registrant - -------- -------------------------------------------------- None
3
Item 11. Executive Compensation - -------- ---------------------- Not Applicable Item 12. Security Ownership of Certain Beneficial Owners and Management - -------- -------------------------------------------------------------- Information required by Item 201(d) of Regulation S-X: Not applicable Information required by Item 403 of Regulation S-X: None Item 13. Certain Relationships and Related Transactions - -------- ---------------------------------------------- None Item 14. Controls and Procedures - -------- ----------------------- Not Applicable
PART IV ------- Item 15. Exhibits, Financial Schedules and Reports on Form 8-K - -------- ----------------------------------------------------- (a) The following documents are also filed as part of this Report: 3. Exhibits: 99.1 Certification by Assistant Vice President and Finance Officer of the Registrant pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 99.2 Annual Compliance Report by Trustee. (b) The following reports on Form 8-K were filed during the period covered by this report and are hereby incorporated by reference:
- -------------- ----- ------------------------------------------------------------------------------------------------------ 1. Trustee's Distribution Statement for the June 1, 2003 Distribution Date filed on Form 8-K on June 10, 2003. - -------------- ----- ------------------------------------------------------------------------------------------------------ 2. Trustee's Distribution Statement for the December 1, 2003 Distribution Date filed on Form 8-K on December 5, 2003, amended by Form 8-K/A filed on December 11, 2003. - -------------- ----- ------------------------------------------------------------------------------------------------------
(c) See item 15(a)(3) above. 4 SIGNATURES ---------- Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Structured Products Corp., as depositor for the Trust (the "Registrant") Dated: March 29, 2004 By: /s/ Mark C. Graham ---------------------- Name: Mark C. Graham Title: Assistant Secretary, Assistant Vice President and Finance Officer 5 Exhibit 99.1 CERTIFICATION I, John W. Dickey, certify that: 1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report of Structured Products Corp., on behalf of CorTS Trust II For BellSouth Debentures; 2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report; 3. Based on my knowledge, the distribution or servicing information required to be provided to the depositor by the trustee under the pooling and servicing, or similar, agreement, for inclusion in these reports is included in these reports; and 4. I am responsible for reviewing the activities performed by the depositor and the trustee under the pooling and servicing, or similar, agreement and based upon my knowledge and the annual compliance review required under that agreement, and except as disclosed in the reports, the depositor and trustee have each fulfilled its obligations under that agreement. In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: U.S. Bank Trust National Association. By: /s/ John W. Dickey -------------------------------- Name: John W. Dickey Title: Assistant Vice President and Finance Officer Date: March 29, 2004 6 Exhibit 99.2 ANNUAL COMPLIANCE REPORT ------------------------ The undersigned, being an officer of U.S. Bank Trust National Association, as trustee (the "Trustee"), with respect to CorTS Trust II For BellSouth Debentures, on whose behalf Structured Products Corp. has prepared this annual report on Form 10-K for the fiscal year ended December 31, 2003 (the "Annual Report"), certifies as follows: 1. The Trustee is the trustee under the trust agreement. 2. Based on my knowledge, for the periods included in the year covered by the Annual Report, the Trustee has fulfilled its obligations, including any servicing obligations, under the trust agreement. /s/ Marlene Fahey ----------------------- Name: Marlene Fahey Title: Vice President Date: March 29, 2004 7 EXHIBIT INDEX
Exhibit Page 99.1 Certification by Assistant Vice President and Finance Officer of the Registrant pursuant 6 to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 99.2 Annual Compliance Report by Trustee pursuant to 15 U.S.C. Section 7241. 7
8 -----END PRIVACY-ENHANCED MESSAGE-----