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, 20182019 001-32111

 STRUCTURED PRODUCTS CORP., 
 on behalf of 
   
 
CorTS Trust For J.C. Penney Debentures
 
   
 (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.)
   
 
388 Greenwich Street
New York, New York 10013
 
 (Address of principal executive offices)  (zip codecode) 
   
Registrant's telephone number including area code: 212-723-4070
   
   
Securities registered pursuant to Section 12(b) of the Act:
   
Title of Each Class
 Trading
Symbol(s)
Name of Each Exchange on Which Registered
   
CorTS Trust For J.C. Penney Debentures, -
 KTPNew York Stock Exchange
Corporate Backed Trust Securities (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☒ 
   
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☒ 

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Indicate by check mark whether the Registrant (1) 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☒1
 No☐ 
       
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).
  Yes☒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.
☒
[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, 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.
   
Large accelerated filer  ☐
  
Accelerated filer  ☐
  
Non-accelerated filer  ☒  (Do not check if a smaller reporting company)

Smaller reporting company  ☐
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. ☐
 
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.         ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
  Yes☐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.
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 CorporationCorporation (“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”.
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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.

 
Underlying Securities Issuer(s) or
Guarantor, or successor thereto
 
Exchange Act
File Number
 
 
Old Copper Company, Inc. (formerly
known as J.C. Penney Company, Inc.)
001-15274 

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PART I

Item 1.
Business
  
 None.
  
Item 1A1A..
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 listedwere removed from listing on the New York Stock Exchange.Exchange as evidenced by Form 25 on June 4, 2020 following the filing by J.C. Penney Company, Inc. as a debtor under the United States Bankruptcy Code.
  
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.

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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:
   
  31.1Certification 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.
    
  99.1Annual 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 March 1, 20182, 2020 Distribution Date filed on Form 8-K on March 14, 2018.6, 2020.
 2.Trustee’s Notice Statement for the April 9, 2020 Notice and Direction with respect to an affiliate exchange right filed on Form 8-K on April 13, 2020.
3.
 New York Stock Exchange Notice Statement for the June 4, 2020 notice of removal from listing of Corporate-Backed Trust Securities (CorTS) Certificates (Relating to J.C. Penney Company, Inc. 7 5/8% Debentures due March 1, 2097) filed on Form 25 on June 4, 2020.
4.
Trustee’s Distribution Statement for the September 4, 20181, 2020 Distribution Date filed on Form 8-K on September 14, 2018.15, 2020.  Please note, that Items 4 and 5 of Exhibit 1 to the September 1, 2020 Form 8-K failed to reflect the exercise of the exchange right on April 13, 2020, as reflected in the Form 8-K filed on such date. Accordingly, as of September 1, 2020, the aggregate principal amount of debentures held in trust was $98,854,000 and 3,954,160 of Certificates representing $98,854,000 aggregate Certificate Principal Balance were outstanding.

(c) See item 15(a)(3) above.


Item 16.
Form 10-K Summary:
  
 None.






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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, 2019February 24, 2021By:/s/  Peter Aherne 
 Name:Peter Aherne
 Title:President (senior officer in charge of securitization function of the Depositor)




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EXHIBIT INDEX

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







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