-----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, OCJKOJ+5ygcn4duaAm59qUbsnyEDy0irkWAP6IfUi8zX9WzdgCSml3phUNd/9eGN 0ANpDgX8d54uF3Mk0d0wyA== 0001282695-06-000199.txt : 20060330 0001282695-06-000199.hdr.sgml : 20060330 20060330130627 ACCESSION NUMBER: 0001282695-06-000199 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051231 FILED AS OF DATE: 20060330 DATE AS OF CHANGE: 20060330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORTS TRUST II FOR FORD NOTES CENTRAL INDEX KEY: 0001222521 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31639 FILM NUMBER: 06721943 BUSINESS ADDRESS: STREET 1: 390 GREENWICH ST CITY: NEW YORK STATE: NY ZIP: 10013 10-K 1 e65694_group25-10k.txt ANNUAL REPORT 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 (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, 2005 or [_] 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 001-31639 STRUCTURED PRODUCTS CORP., on behalf of CorTS Trust II For Ford 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.) 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 Ford Notes, New York Stock Exchange Corporate-Backed TrustSecurities (CorTS) Certificates 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. |_| Yes |X| No 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 |X| No 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. [X] - ----------------------- (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". Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one) Large Accelerated Filer [_] Accelerated Filer [_] Non-accelerated Filer [X] Indicate by check mark whether the registrant is shell company (as defined in Rule 12b-2 of the Act). |_| Yes |X| No 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 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. 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 2003-3, dated as of March 12, 2003, 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 Ford Notes, 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 - -------------------------------------------------------------------------------- Ford Motor Company 001-03950 PART I Item 1. Business None Item 1A. Risk Factors Not applicable. Item 1B. Unresolved Staff Comments Not applicable. 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, Related Stockholder Matters and Issuer Purchases of Equity Securities 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 Not Applicable Item 8. Financial Statements and Supplementary Data None Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure None Item 9A. Controls and Procedures Not applicable. Item 9B. Other Information Not applicable. PART III Item 10. Directors and Executive Officers of the Registrant None Item 11. Executive Compensation Not Applicable Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 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. Principal Accounting Fees and Services Not Applicable PART IV Item 15. Exhibits, Financial Schedules (a) The following documents are also filed as part of this Report: 3. Exhibits: 31.1 Certification by Assistant Secretary, 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. 99.1 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 January 16, 2005 Distribution Date filed on Form 8-K on January 31, 2005. 2. Trustee's Distribution Statement for the July 16, 2005 Distribution Date filed on Form 8-K on August 1, 2005. (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 24, 2006 By: /S/ MARK C. GRAHAM ---------------------- Name: Mark C. Graham Title: Assistant Secretary, Assistant Vice President and Finance Officer Exhibit 31.1 CERTIFICATION I, Mark C. Graham, 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 Ford 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/ MARK C. GRAHAM --------------------------- Name: Mark C. Graham Title: Assistant Secretary, Assistant Vice President and Finance Officer Date: March 24, 2006 Exhibit 99.1 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 Ford Notes, on whose behalf Structured Products Corp. has prepared this annual report on Form 10-K for the fiscal year ended December 31, 2005 (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 24, 2006 EXHIBIT INDEX Exhibit Page 31.1 Certification by Assistant Secretary, 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. 99.1 Annual Compliance Report by Trustee pursuant to 15 U.S.C. Section 7241. -----END PRIVACY-ENHANCED MESSAGE-----