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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549-1004
Form 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Southpoint Structured Assets, Inc.
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(Exact name of registrant as specified in its charter)
DELAWARE 51-6503749
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(State or jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
50 North Front Street
Memphis, Tennessee 38103
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ X ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement 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 Name of each exchange on which
to be so registered each class is to be registered
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Treasury Security-Backed Certificates, New York Stock Exchange, Inc.
Series 1996-1
Class A Certificates due 8/15/02
Class B Certificates due 7/15/06
Class C Certificates due 11/15/16
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The description of the Treasury Security-Backed Certificates, Series 1996-
1, consisting of Class A Certificates, Class B Certificates and Class C
Certificates, is contained in the Prospectus, dated November 15, 1996, included
in the Registrant's Registration Statement on Form S-3 (No. 333-9883) under the
caption "DESCRIPTION OF CERTIFICATES," which is incorporated herein by
reference, and in the Prospectus Supplement, dated November 21, 1996, to be
filed with the Commission pursuant to Rule 424(b) under the Securities Act of
1933, under the caption "DESCRIPTION OF THE CERTIFICATES," which Prospectus
Supplement, together with the Prospectus, shall be deemed to be incorporated
herein by reference.
ITEM 2. EXHIBITS
The securities described herein are to be registered pursuant to Section
12(b) of the Securities Exchange Act of 1934 on an exchange on which no other
securities of the Registrant are currently registered. In accordance with Part
II to the instructions regarding exhibits on Form 8-A, the following exhibits
shall be filed with each copy of the Registration Statement filed with such
exchange, though none need be filed with, or incorporated by reference in,
copies of the Registration Statement filed with the Securities and Exchange
Commission.
1. Copies of the latest Registration Statement filed pursuant to the
Securities Act of 1933.
2. Copies of the Certificate of Incorporation and by-laws of the
Registrant.
3. Standard Terms for Trust Agreements, dated as of November 1, 1996,
between the Registrant and Bank One, West Virginia, N.A., as Trustee, as
supplemented by the Series Supplement, dated as of November 27, 1996,
between the Registrant and the Trustee, relating to the Treasury Security-
Backed Certificates, Series 1996-1.
4. Specimen Treasury Security-Backed Certificate, Series 1996-1.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.
SOUTHPOINT STRUCTURED ASSETS, INC.
BY /s/ C. David Ramsey
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C. David Ramsey
President
Dated: November 21, 1996
