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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 December 31, 1996
Commission File Number 1-12489
TREASURY SECURITY-BACKED TRUST,
SERIES 1996-1, CLASS A
TREASURY SECURITY-BACKED TRUST,
SERIES 1996-1, CLASS B
(Southpoint Structured Assets, Inc. -- Depositor)
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(Exact name of Registrant as specified in its Charter)
Delaware 51-6503749
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(State or other jurisdiction of I.R.S. Employer
incorporation or organization) (Identification Number)
50 North Front Street
Memphis, Tennessee 38103
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(Address of principal executive offices)
Registrant's telephone number, including area code: (901) 524-4100
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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Treasury Security-Backed Certificates,
Series 1996-1,
Class A Certificates due 8/15/02 New York Stock Exchange, Inc.
Treasury Security-Backed Certificates,
Series 1996-1,
Class B Certificates due 5/15/06 New York Stock Exchange, Inc.
Securities registered pursuant to Section 12(g) of the Act: None.
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Indicate by check mark whether the Registrant (1) has 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 file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [_]
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K 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 the Form 10-K or any amendment to this
Form 10-K. [X].
Aggregate market value of voting stock held by non-affiliates of the Registrant
as of December 31, 1996: Not Applicable.
Number of shares of common stock outstanding as of December 31, 1996: Not
Applicable.
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This Annual Report on Form 10-K is filed by Southpoint Structured Assets,
Inc. (the "Depositor") on behalf of the Treasury Security-Backed Trust, Series
1996-1, Class A (the "Series 1996-1, Class A Trust") and the Treasury Security-
Backed Trust, Series 1996-1, Class B (the "Series 1996-1, Class B Trust";
collectively with the Series 1996-1, Class A Trust, the "Trusts") pursuant to
Section 13 of the Securities Exchange Act of 1934, as amended.
PART I
ITEM 1. BUSINESS.
Not Applicable.
ITEM 2. PROPERTIES.
Not Applicable.
ITEM 3. LEGAL PROCEEDINGS.
Nothing to report.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of Certificateholders during the fiscal
year covered by this report.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
(a) Market Information. The Class A Certificates and the Class B
Certificates are listed on the New York Stock Exchange.
(b) Holders. The number of holders of record of the Certificates on
December 31, 1996 was as follows:
Class A Certificates: 8
Class B Certificates: 9
(c) Dividends. Not Applicable.
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ITEM 6. SELECTED FINANCIAL DATA.
Not Applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Not Applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Not Applicable.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Nothing to report with regard to this Item.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT.
Not Applicable.
ITEM 11. EXECUTIVE COMPENSATION.
Not Applicable.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(a) Security ownership of certain beneficial owners.
As of December 31, 1996, Cede & Co., the nominee of The Depository Trust
Company ("DTC") was the registered holder of all of the Certificates. As of
such date, the following were the direct participants in DTC'S system which are
the holders of record of more than 5% of either class of Certificates.
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<TABLE>
<CAPTION>
NAME AND ADDRESS OF BENEFICIAL
AMOUNT AND NATURE OF OWNERS
TITLE OF CLASS BENEFICIAL OWNERSHIP PERCENT OF CLASS
<S> <C> <C>
Series 1996-1, The Bank of New York 11%
$550,000
Class A
Series 1996-1, Chase Manhattan Bank 5%
$250,000
Class A
Series 1996-1, Morgan Keegan, Inc. 63.1%
$3,155,000
Class A
Series 1996-1, SEI Trust Company 12.4%
$620,000
Class A
Series 1996-1, Janney Montgomery Scott, Inc. 11.90%
$595,000
Class B
Series 1996-1, Morgan Keegan Inc. 78.98%
$3,949,000
Class B
</TABLE>
(b) Security ownership of management. Not Applicable.
(c) Changes in control. Not Applicable.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) Transactions with management and others. Not Applicable.
(b) Certain business relationships. Not Applicable.
(c) Indebtedness of management. Not Applicable.
(d) Transactions with promoters. Not Applicable.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) The following is a list of documents filed as part of this Report:
-- Annual Compliance Certificate
(b) No Reports on Form 8-K were filed during the last quarter of the period
covered by this Report.
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(c) The following exhibits are required to be filed by Registrant pursuant
to Item 601 of Regulation S-K:
Exhibit No./Description
99.1 Annual Compliance Certificate
(d) Not Applicable.
SIGNATURE
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.
TREASURY SECURITY-BACKED TRUST,
SERIES 1996-1, CLASS A
TREASURY SECURITY-BACKED TRUST,
SERIES 1996-1, CLASS B
By: SOUTHPOINT STRUCTURED ASSETS, INC.
By: /s/ C. David Ramsey
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C. David Ramsey
President
Date: March 31, 1997
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EXHIBIT 99.1
ANNUAL COMPLIANCE CERTIFICATE
Bank One, West Virginia, N.A., as Trustee
707 Virginia Street East, 2nd Floor
Charleston, West Virginia 25301
Attention: Corporate Trust Department
I, C. David Ramsey, President of Southpoint Structured Assets Inc. (the
"Depositor"), hereby certify as follows:
(a) The review of the activities of the Depositor under the Standard
Terms for Trust Agreements, dated as of November 1, 1996, as amended by the
Series Supplement, dated as of November 27, 1996 (collectively, the "Trust
Agreement"), by and between the Depositor and Bank One, West Virginia, N.A., as
trustee, for the period from November 27, 1996 through December 31, 1996, and
the performance of the Depositor under the Trust Agreement has been made under
my supervision; and
(b) To the best of my knowledge, based on such review, the Depositor has
fulfilled all of its obligations and covenants under the Trust Agreement
throughout such period.
Dated: March 31, 1997
Sincerely,
/s/ C. David Ramsey
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C. David Ramsey, President
