STRUCTURED PRODUCTS CORTS TRUST FOR JC PENNEY DEBENTURES - Annual Report: 2018 (Form 10-K)
UNITED STATES
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
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For the fiscal year ended:
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Commission File Number:
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December 31, 2018
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001-32111
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STRUCTURED PRODUCTS CORP.,
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on behalf of
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CorTS Trust For J.C. Penney Debentures
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(Exact name of registrant as specified in its charter)
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Delaware
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13-3692801
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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388 Greenwich Street
New York, New York 10013 |
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(Address of principal executive offices) (zip code
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Registrant's telephone number including area code:
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212-723-4070
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange on Which Registered
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CorTS Trust For J.C. Penney Debentures, -
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New York Stock Exchange
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Corporate Backed Trust Securities (CorTS) Certificates
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Securities registered pursuant to Section 12(g) of the Act:
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None
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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Yes
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☐
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No
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
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Yes
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☐
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No
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1
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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.
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Yes
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No
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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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Yes
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No
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[Rule 405 of Regulation S-T is not applicable.]
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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.
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[Item 405 of Regulation S-K is not applicable.]
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☒ (Do not check if a smaller reporting company)
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Smaller reporting company ☐
Emerging growth company ☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
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Yes
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No
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State the aggregate market value of the voting and non-voting common equity held by non-affiliates
computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
Not Applicable.
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.
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.
1Pursuant 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”.
2
Introductory Note
Structured Products Corp. (the “Depositor”) is the depositor under the Base Trust Agreement, dated as of May 21, 1999, as
supplemented by the CorTS Supplement, dated as of May 21, 1999, 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 J.C. Penney 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.
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Underlying Securities Issuer(s) or
Guarantor, or successor thereto |
Exchange Act
File Number |
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J.C. Penney Company, Inc.
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001-15274
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3
PART I
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Item 1.
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Business
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None.
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Item 1A.
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Risk Factors
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None.
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Item 1B.
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Unresolved Staff Comments
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None.
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Item 2.
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Properties
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None.
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Item 3.
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Legal Proceedings
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None.
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Item 4.
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Mine Safety Disclosures
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None.
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PART
II
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Item 5.
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Market for Registrant’s Common
Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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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.
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The Certificates are listed on the New York Stock Exchange.
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Item 6.
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Selected Financial Data
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None.
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Item 7.
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Management’s Discussion and Analysis
of Financial Condition and Results of Operations
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Not Applicable.
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Item 7A.
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Quantitative and Qualitative
Disclosures About Market Risk
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None.
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Item 8.
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Financial Statements and
Supplementary Data
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None.
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Item 9.
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Changes In and Disagreements With
Accountants on Accounting and Financial Disclosure
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None.
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4
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Item 9A.
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Controls and Procedures
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Not applicable.
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Item 9B.
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Other Information
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None.
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PART III
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Item 10.
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Directors, Executive Officers and
Corporate Governance
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None.
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Item 11.
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Executive Compensation
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Not Applicable.
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Item 12.
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Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters
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Information required by Item 201(d) of Regulation S-X: Not applicable.
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Information required by Item 403 of Regulation S-X: None.
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Item 13.
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Certain Relationships and Related
Transactions, and Director Independence
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None.
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Item 14.
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Principal Accounting Fees and
Services
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Not Applicable.
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PART IV
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Item 15.
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Exhibits, Financial Schedules and
Reports on Form 8-K
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(a)
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The following documents are also filed as part of this Report:
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3.
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Exhibits:
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31.1
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Certification by President of the Registrant pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
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99.1
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Annual Compliance Report by Trustee.
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(b)
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The following reports on Form 8-K were filed during the period covered by this report and are hereby incorporated by
reference:
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1.
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Trustee’s Distribution Statement for the March 1, 2018 Distribution Date filed on Form 8-K on March 14, 2018.
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2.
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Trustee’s Distribution Statement for the September 4, 2018 Distribution Date filed on Form 8-K on September 14, 2018.
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(c)
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See item 15(a)(3) above.
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Item 16.
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Form 10-K Summary
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None.
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5
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.
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Structured Products Corp., as Depositor
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Dated: March 20, 2019
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By:
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/s/ Peter Aherne
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Name:
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Peter Aherne
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Title:
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President (senior officer in charge of securitization function of the Depositor)
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6
EXHIBIT INDEX
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Exhibit
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Page
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31.1
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Certification by President of the Registrant pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
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99.1
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Annual Compliance Report by Trustee pursuant to 15 U.S.C. Section 7241.
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7