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Securities and Exchange Commission
Washington, D.C.
20549-1004
Form 8-A/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 1997-1,
Certificates due 2/15/03
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 1997-1
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, 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 other
securities of the registrant are registered. In accordance with Part I to the
instructions regarding exhibits on Form 8-A, the following Exhibits have been
filed with the Commission and with the exchange as Exhibits 4.1 and 4.2 to the
Registrant's Form 8-A filed with the Commission on August 26, 1997 (and
incorporated by reference herein).
4.1. Form of Series Supplement to the Standard Terms of Trust
Agreements, to be dated as of August 29, 1997, between the Registrant and
the Trustee, relating to the Treasury Security-Backed Certificates, Series
1997-1. The Standard Terms of Trust Agreements, dated as of November 1,
1996, between the Registrant and the Trustee is incorporated by reference
to Exhibit 4.1 to the Registrant's Form 8-K (file no. 333-04883) filed with
the Commission on December 4, 1996.
4.2. Form of Specimen Treasury Security-Backed Certificate, Series
1997-1.
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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: August 28, 1997
