SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
SOUTHERN PACIFIC FUNDING CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
California 33-0636924
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(State of incorporation or organization) (IRS Employer
Identification No.)
One Centerpointe Drive, Suite 500,
Lake Oswego, Oregon 97035
(Address of principal executive offices)
If this form relates to the If this form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become effective
filing pursuant to General simultaneously with the effectiveness
Instruction A(c)(1) please check the of a concurrent registration statement
following box. |_| under the Securities Act of 1933
pursuant to General Instruction A(c)(2)
please check the following box. |_|
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of each class to be so registered Name of each exchange on which
each class is to be registered
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Convertible Subordinated Notes due 2006 New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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(Title of Class)
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Incorporated by reference to the portion of the Prospectus under the
heading "Description of the Notes" filed on October 22, 1996 as part of Southern
Pacific Funding Corporation's Registration Statement on Form S-1, No. 333-14627
and amended on November 4, 1996. The Prospectus to be subsequently filed by the
Registrant pursuant to Rule 424(b) of the Securities Act of 1933 shall also be
deemed incorporated by reference herein.
ITEM 2. EXHIBITS.
1. Form of Articles of Incorporation of the Company, as amended.
Incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1 No.
333-3270, filed on April 5, 1996.
2. Bylaws of the Company, as amended
Incorporated by reference to Exhibit 3.2 to the
Registrant's Registration Statement on Form S-1 No.
333-3270, filed on April 5, 1996.
3. Form of Indenture
Incorporated by reference to Exhibit 4.1 of
Pre-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form S-1 No. 333- 14627,
filed on November 4, 1996.
4. Form of Notes
Incorporated by reference to Exhibit 4.2 of
Pre-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form S-1 No. 333- 14627,
filed on November 4, 1996.
5. Registration Rights Agreement, dated October 17, 1996, between
the Registrant and Imperial Credit Industries, Inc.
Incorporated by reference to Exhibit 10.21 to the
Registrant's Registration Statement on Form S-1, No.
333-14627, filed on November 4, 1996.
<PAGE>
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
SOUTHERN PACIFIC FUNDING CORPORATION
By: /s/ Gary Palmer
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Gary Palmer
Executive Vice President
Date: November 4, 1996
