Item 1. Business
None
Item 2.
Item 2. Properties
None
Item 3.
Item 3. Legal Proceedings
None
Item 4.
Item 4. Submission of Matters To A Vote of Security Holders
None
PART II
Item 5.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
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 American Stock Exchange.
Item 6.
Item 6. Selected Financial Data
None
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Not Applicable
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
None
Item 8.
Item 8. Financial Statements and Supplementary Data
None
Item 9.
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
None
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
None
Item 11.
Item 11. Executive Compensation
Not Applicable
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information required by Item 201(d) of Regulation S-X: Not applicable Information required by Item 403 of Regulation S-X: None
Item 13.
Item 13. Certain Relationships and Related Transactions
None
Item 14.
Item 14. Controls and Procedures
Not Applicable
PART IV
Item 15.
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:
99.1 Certification by Director 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.
99.2 Annual Compliance Report by Trustee.
99.3 Report of Aston Bell & Associates.
(b) The following reports on Form 8-K were filed during the period covered by this report and are hereby incorporated by reference:
Notice of Guarantee of the obligations of the Swap Counterparty by Citigroup, Inc filed on Form 8-K on April 9, 2007.
(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 19, 2008 By: /s/ Brian Clancy ----------------------- Name: Brian Clancy Title: Authorized Signatory
Exhibit 99.1
CERTIFICATION
I, Brian Clancy, certify that:
1. I have reviewed this annual report on Form 10-K filed by Structured Products Corp., on behalf of TIERS Principal-Protected Minimum Return Asset Backed Certificates Trust Series Nasdaq 2003-12;
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;
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; and
5. The reports disclose all significant deficiencies relating to the compliance by the trustee and the depositor with the minimum servicing or similar standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling and servicing, or similar, agreement, that is included in these reports.
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/ Brian Clancy ------------------------------ Name: Brian Clancy Title: Authorized Signatory Date: March 19, 2008
Exhibit 99.2
ANNUAL COMPLIANCE REPORT
The undersigned, being an officer of U.S. Bank Trust National Association, as trustee (the "Trustee"), with respect to TIERS Principal-Protected Minimum Return Asset Backed Certificates Trust Series Nasdaq 2003-12, on whose behalf Structured Products Corp. has prepared this annual report on Form 10-K for the fiscal year ended December 31, 2007 (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 19, 2008
Exhibit 99.3
Independent Accountant's Report
Structured Products Corp., as Depositor 388 Greenwich Street, 10th Floor New York, New York 10013
U.S. Bank Trust National Association, as Trustee Corporate Trust Department 100 Wall Street New York, NY 10005
Re: TIERS Principal-Protected Minimum Return Asset-Backed Certificates Trust, Series Nasdaq 2003-12 (the "Trust")
Ladies and Gentlemen:
We have examined management's assertions that the Depositor and the Trustee have complied, in all material respects, with the provisions of the Base Trust Agreement dated as of September 26, 2002, as supplemented by the TIERS Principal - -Protected Minimum Return Asset-Backed Certificates Trust, Series Nasdaq 2003-12, dated as of June 27, 2003 (together, the "Trust Agreement"), during the period covered by the annual report on Form 10-K filed by the Depositor on behalf of the Trust for the year ended December 31, 2007 (the "Annual Report"). Management is responsible for compliance with the Trust Agreement. Our responsibility is to express an opinion on management's assertions based on our examination.
Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Depositor's and the Trustee's compliance with the Trust Agreement and performing such other procedures as considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion.
In our opinion, the Depositor and the Trustee have complied, in all material respects, with the Trust Agreement during the period covered by the Annual Report and management's assertions with respect to such compliance are fairly stated, in all material respects, for the year ended December 31, 2007.
/s/ Aston Bell, CPA
New York, New York March 14, 2008
EXHIBIT INDEX
Exhibit Page 99.1 Certification by Director 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.
99.2 Annual Compliance Report by Trustee pursuant to 15 U.S.C. Section 7241.
99.3 Report of Aston Bell & Associates.