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, 2008 001-32092
STRUCTURED PRODUCTS CORP.,
on behalf of
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CorTS Trust For Walt Disney Notes
(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.)
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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 For Walt Disney Notes, New York Stock Exchange
Corporate-Backed Trust Securities (CorTS)
Class A 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".
As of the date of this report, all of the common stock of the Registrant is held
by Citigroup Global Markets Holdings 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 dates as of December 15, 2000, as supplemented by the CorTS
Supplement 2002-7 dated as of June 14, 2002, by and between the Depositor and
U.S. Bank Trust National Association, as Trustee (the "Trustee"), providing for
the issuance of the CorTS Trust For Walt Disney Notes, Corporate-Backed Trust
Securities (CorTS) Class A 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
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The Walt Disney Company 001-11605
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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, Executive Officers and Corporate Governance
None
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, and Director
Independence
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 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 March 1, 2008
Distribution Date filed on Form 8-K on March 6, 2008.
2. Trustee's Distribution Statement for the September 1, 2008
Distribution Date filed on Form 8-K on September 5, 2008
(c) See item 15(a)(3) above.
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 18, 2009 By: /s/ Stanley Louie
-----------------------
Name: Stanley Louie
Title: Authorized Signatory
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Exhibit 99.1
CERTIFICATION
I, Stanley Louie, 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 For Walt Disney Notes;
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/ Stanley Louie
--------------------------
Name: Stanley Louie
Title: Authorized Signatory
Date: March 18, 2009
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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 For Walt
Disney Notes, on whose behalf Structured Products Corp. has prepared this
annual report on Form 10-K for the fiscal year ended December 31, 2008
(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/ Janet P. O'Hara
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Name: Janet P. O'Hara
Title: Assistant Vice President
Date: March 18, 2009
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EXHIBIT INDEX
Exhibit Page
99.1 Certification by 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 pursuant to 15 U.S.C.
Section 7241.
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