Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
| x |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended December 31, 2011
or
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ________ to ________
Commission File Number of issuing entity: 811-21967
CORTS TRUST VI FOR IBM DEBENTURES
______________________________________________________
(Exact name of issuing entity as specified in its charter)
Commission File Number of depositor and sponsor: 811-21967
Structured Products Corp.
______________________________________________________
(Exact name of depositor and sponsor as specified in its charter)
|
Delaware
|
13-3692801
|
|
(State or other jurisdiction of incorporation
or organization)
|
(I.R.S. Employer Identification No.)
|
|
390 Greenwich Street
|
|
|
New York , NY
|
10013
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Registrant’s telephone number, including area code: (212) 723-4070 Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
Name of Registered exchange on which registered
|
|
6.375% Corporate-Backed Trust Securities (CorTS) Certificates
|
New York Stock Exchange (“NYSE”)
|
1
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes o No x
Indicate by check mark whether the registrant: (1) Has 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 file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted 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 and post such files).
Yes x No o
[Rule 405 of Regulation S-T is not applicable.]
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.
|
[Item 405 of Regulation S-K is not applicable.]
|
Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definition of “accelerated filer, large accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):
Large accelerated filer o Accelerated filer o Non- accelerated filer x Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes o No x
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:
The registrant has no voting stock or class of common stock that is held by non-affiliates.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated by reference into Part IV of this Annual Report: The distribution reports to security holders filed on Form 10-D during the fiscal year, in lieu of reports on Form 10-Q, which include the reports filed on Form 10-D listed in Item 15(a) hereto.
Introductory Note
Structured Products Corp. (the “Depositor”) is the Depositor in respect of the CorTS Trust VI For IBM Debentures (the “Trust”), a common law trust formed pursuant to the Base Trust Agreement, dated as of September 19, 2006, between the Depositor and U.S. Bank Trust National Association, as trustee (the “Trustee”), as supplemented by the CorTS Supplement 2006-2 (the “Series Supplement”) dated as of October 20, 2006 in respect of the Trust. The Trust’s assets consist solely of debentures issued by International Business Machines Corporation. The Certificates do not represent obligations of or interests in the Depositor or the Trustee.
Pursuant to staff administrative positions, the Trust is not required to respond to various items of Form 10-K. Such items are designated herein as “Not Applicable.” Distribution reports detailing receipts and distributions by the Trust are filed after each distribution date on Form 10-D in lieu of reports on Form 10-Q.
International Business Machines Corporation, the issuer of the underlying securities, is subject to the information reporting requirements of the Securities Exchange Act of 1934 (the “Exchange Act”). For information on International Business Machines Corporation please see its periodic and current reports filed with the Securities and Exchange Commission (the “Commission”) under its Exchange Act file number, 001-02360. The Commission 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.” Periodic and current reports and other information required to be filed pursuant to the Exchange Act by International Business Machines Corporation may be accessed on this site. You can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC. The public may read and copy any materials filed with the Commission at the Commission’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. Please call the SEC at (800) SEC-0330 for further information on the operation of the SEC’s public reference rooms. In addition, such reports and other information can be inspected at the offices of the New York Stock Exchange at 20 Broad Street, New York, New York 10005. 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 of the underlying securities or the underlying securities themselves have not occurred or have not yet been publicly disclosed which would affect the accuracy or completeness of the publicly available documents described above.
PART I
The following Items have been omitted in accordance with General Instruction J to Form 10-K:
| Item 1. | Business. |
| Item 1A. | Risk Factors. |
| Item 2. | Properties. |
| Item 3. | Legal Proceedings. |
| Item 4. | Mine Safety Disclosures. |
| Item 1B. | Unresolved Staff Comments. |
| Not Applicable | |
PART II
The following Items have been omitted in accordance with General Instruction J to Form 10-K:
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
| Item 6. | Selected Financial Data. |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. |
| Item 8. | Financial Statements and Supplementary Data. |
| Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. |
| Item 9A. | Controls and Procedures. |
| Item 9B. | Other Information. |
| None |
PART III
The following Items have been omitted in accordance with General Instruction J to Form 10-K:
| Item 10. | Directors, Executive Officers and Corporate Governance. |
| Item 11. | Executive Compensation. |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stock Matters. |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence. |
| Item 14. | Principal Accounting Fees and Services. |
SUBSTITUTE INFORMATION PROVIDED IN ACCORDANCE WITH GENERAL INSTRUCTION J(2) TO FORM 10-K.
|
Structured Products Corp. has provided a statement of compliance (the “Compliance Statement”) for the period from and including January 1, 2011 through and including December 31, 2011, which has been signed by an authorized officer of Structured Products Corp. The Compliance Statement of Structured Products Corp. is attached as an exhibit to this Form 10-K.
|
PART IV
| Item 15. | Exhibits, Financial Statement Schedules. |
| (a) | The following documents have been filed as part of this report. |
| 1. |
Trustee’s Distribution Statements documented on Form 10-D of CorTS Trust VI For IBM Debentures to the certificateholders for the period from January 1, 2011 through and including December 31, 2011 have been filed with the Securities and Exchange Commission and are hereby incorporated by reference. Filing dates are listed below:
|
|
Trust Description
|
Distribution Date
|
Filed on
|
|
CorTS Trust VI For IBM Debentures
|
June 1, 2011
|
June 7, 2011
|
|
CorTS Trust VI For IBM Debentures
|
December 1, 2011
|
December 7, 2011
|
|
|
2.
|
None
|
|
|
3.
|
Exhibits:
|
|
31.1 – Certification by Director of the Registrant pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|||
| 33.1 – Report on Assessment of Compliance with Servicing Criteria for U.S. Bank Trust National Association for the period from and including January 1, 2011 through and including December 31, 2011. | |||
| 34.1 – Attestation Report of Ernst & Young LLP on Assessment of Compliance with Servicing Criteria. | |||
| 35.1 – Servicer Compliance Statement of U.S. Bank Trust National Association for the period from and including January 1, 2011 through and including December 31, 2011. | |||
| 99.1 - Registrant’s Current Report on Form 10-D filed with the Securities and Exchange Commission on June 7, 2011 and December 7, 2011, as further described in Item 15(a)(1) above, is each incorporated herein by reference. | |||
| (b) | See Item 15(a) above. | ||
| (c) | Not Applicable. | ||
SIGNATURE
Pursuant to the requirements of Section 13 or 15 (d) 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 | ||
| By: | /s/ Stanley Louie |
|
Name:
|
Stanley Louie | |
|
Title:
|
Vice President, Finance Officer | |
| (senior officer in charge of securitization function of the Depositor) | ||
|
Dated: March 20, 2012
|
EXHIBIT INDEX
|
Exhibit
Number in this Form 10-K
|
Description of Exhibits
|
|
31.1
|
Certification by Director of the Registrant pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
33.1
|
Report on Assessment of Compliance with Servicing Criteria for U.S. Bank Trust National Association for the period from and including January 1, 2011 through and including December 31, 2011.
|
|
34.1
|
Attestation Report of Ernst & Young LLP on Assessment of Compliance with Servicing Criteria.
|
|
35.1
|
Servicer Compliance Statement of U.S. Bank Trust National Association for the period from and including January 1, 2011 through and including December 31, 2011.
|
|
99.1
|
Registrant’s Current Report on Form 10-D filed with the Securities and Exchange Commission on June 7, 2011 and December 7, 2011, as further described in Item 15(a)(1) above, is each incorporated herein by reference.
|