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
 

For the fiscal year ended:
 
Commission File Number:
December 31, 2012
 
001-32132
     
 
STRUCTURED PRODUCTS CORP.,
 
 
on behalf of
 
     
 
Credit-Enhanced CorTS   Trust For Aon Capital A
 
     
 
(Exact name of registrant 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, New York 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:
   
   
None
   

Title of Each Class
 
Name of Each Exchange on Which Registered
     
Credit-Enhanced CorTS   Trust For Aon Capital A,
 
New York Stock Exchange
Credit-Enhanced Corporate-Backed Trust Securities
   
(Credit-Enhanced 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
¨
 
No
ý
 
 
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
¨
 
No
ý
 


 
 
 



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
ý
1
 
No
¨
 
 
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
ý
No
¨
 
[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.
 
ý
 
[Item 405 of Regulation S-K is not applicable.]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer   ¨
Accelerated filer   ¨
Non-accelerated filer   ý   (Do not check if a smaller reporting company)
Smaller reporting company   ¨
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
 
Yes
¨
No
ý

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 .
 
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.
 

 
1 Pursuant to staff administrative positions established in the no-action letter Corporate Asset Backed Corporatio n (“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”.

 
 
 


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 2000-1, dated as of December 15, 2000, by and between the Depositor and U.S. Bank Trust National Association, as Trustee (the “Trustee”), providing for the issuance of the Credit-Enhanced CorTS Trust For Aon Capital A, Credit-Enhanced Corporate-Backed Trust Securities (Credit-Enhanced 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 successor thereto
 
Exchange Act File
Number
 
 
Aon plc
001-07933
 



 
 
 

PART I
 
Item 1.
Business
   
 
None.
   
Item 1A.
Risk Factors
   
 
None.
   
Item 1B.
Unresolved Staff Comments
   
 
None.
   
Item 2.
Properties
   
 
None.
   
Item 3.
Legal Proceedings
   
 
None.
   
Item 4.
Mine Safety Disclosures
   
 
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
   
 
None.
   
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
   
 
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 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, and Director Independence
   
 
None.
   
Item 14.
Principal Accounting Fees and Services
   
 
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:
 
   
31.1
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.
 
   
99.1
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 3, 2012 Distribution Date filed on Form 8-K on January 10, 2012.
 
2.
Trustee’s Distribution Statement for the July 2, 2012 Distribution Date filed on Form 8-K on July 6, 2012.

(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
   
Dated:  March 20, 2013
By:
/s/  Stanley Louie
 
 
Name:
Stanley Louie
 
Title:
Vice President, Finance Officer (senior officer in charge of securitization function of the Depositor)




 
 
 

EXHIBIT INDEX
 
Exhibit
 
Page
31.1
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.
 
     
99.1
Annual Compliance Report by Trustee pursuant to 15 U.S.C. Section 7241.
 

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