UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 9, 2020
Structured Products Corp.
on behalf of
CorTS Trust for J.C. Penney Debentures
(Exact name of registrant as specified in its charter)
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Delaware
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001-32111
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13-3692801
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(IRS Employer Identification Number)
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388 Greenwich Street
New York, New York
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10013
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(212) 723-4070
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(Address of principal executive offices)
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(Zip Code)
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(Registrant's telephone number including area code)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
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Section 8 - Other Events
Item 8.01 Other Events.
On April 9, 2019, an affiliate of the Depositor, Citigroup Global Markets Inc. (“CGMI”) exercised an affiliate exchange right pursuant to Section 24 of the Series Supplement for
CorTS Trust for J.C. Penney Debentures to the Base Trust Agreement, each by and between, Structured Products Corp., as Depositor, and U.S. Bank Trust National Association, as Trustee, and dated as of May 21, 1999. On such date CGMI exchanged 45,840
shares of CorTS Trust for J.C. Penney Debentures with a principal amount of $1,146,000 for $1,146,000 principal amount of J.C. Penney Company, Inc. 7-5/8% Debentures due March 1, 2097 (the “Underlying Securities”).
Following such exchange, $98,854,000 principal amount of the Underlying Securities are held under the Series Supplement and 3,954,160 shares of CorTS Trust for J.C. Penney Debentures
in the principal amount of $98,854,000 are outstanding.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
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(c)
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Exhibits:
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1.
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Trustee’s Report with respect to the April 9, 2020 Notice of the affiliate exchange right for J.C. Penney Debentures.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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By: /s/ Peter Aherne |
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___________________________ |
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Name: Peter Aherne |
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Title: President |
April 9, 2020
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EXHIBIT INDEX
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Exhibit
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Page
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1
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Trustee’s Report with respect to the April 9, 2020 Notice of the affiliate exchange right for J.C. Penney Debentures
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5
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Exhibit 1
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U.S. Bank National Association
Global Corporate Trust Services
100 Wall Street, 6th Floor
New York, NY 10005
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INFORMATIONAL NOTICE
To the Holders of:
CorTS Trust For J.C. Penney Debentures
CUSIP: 220803100*
Please forward this notice to all beneficial holders.
U.S. Bank Trust National Association serves as trustee (the “Trustee”) for the above-referenced Certificates issued pursuant to the terms of the Base Trust Agreement by and between Structured Products
Corporation (the “Depositor”) and the U.S. Bank Trust National Association (the “Trustee”), as supplemented by the CorTS Trust For J.C. Penney Debentures (the “Series Supplement”) dated as of May 21, 1999 by and between Structured Products Corp., as
Depositor and U.S. Bank Trust National Association, as Trustee
$100,000,000 principal amount, J.C. Penney Company, Inc. 7-5/8% Debentures due March 1, 2097 CUSIP No. 708160BL9* (the “Underlying Securities”) issued by J.C. Penney
Company, Inc. (the “Underlying Securities Issuer”).
U.S. Bank received a Notice and Direction from Citigroup Global Markets Inc. (CGMI) with respect to an Affiliate Exchange Right according to Section 24 of the “Series Supplement”. On April 9th
CGMI delivered 45,840 shares of Cusip 220803100 principal amount $1,146,000 to U.S. Bank and U.S. Bank was instructed to exchange and send $1,146,000 principal amount of 708160BL9 (“Affiliate Exchange”) the Underlying Securities to CGMI.
Following the exchange, $98,854,000 principal amount of the Underlying Securities are held under the Series Supplement and 3,954,160 shares of Cusip 220803100 principal amount
98,854,000 are outstanding.
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U.S. Bank Trust National Association
as Trustee
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April 9, 2020
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*Trustee is not responsible for selection or use of CUSIP numbers which are included solely for holder convenience.
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